2024 Proxy Statement

March 11, 2024

Dear Fellow Shareholder:

On behalf of the Board of Directors, we are pleased to

invite you to attend our 2024 annual meeting of

shareholders, to be held at 8:00 a.m. Central Time on April

23, 2024, in the Auditorium of the First Horizon Building,

165 Madison Avenue, Memphis, Tennessee 38103.

In order to provide the proxy materials to our

shareholders in an expedited manner while significantly

lowering the costs of delivery and reducing the

environmental impact of our annual meeting, we are

furnishing these materials to shareholders on the internet

at www.proxydocs.com/FHN. You will receive a notice

with instructions for accessing the materials and voting via

the internet in addition to information about how to

obtain paper copies of our proxy materials if you would

prefer. Following this letter are the formal notice of the

annual meeting and our 2024 proxy statement. The proxy

statement contains detailed information on the matters to

be voted on at the annual meeting.

Your vote is important. We encourage you to vote your

proxy by telephone or via the internet or, if you received a

paper proxy card by mail, you may also vote by signing,

dating and returning it by mail. Even if you plan to attend

the meeting, please vote your proxy as soon as possible.

In order to accommodate those attending, we ask that

you let us know of your plans to attend by so indicating

when you vote. Registration and seating will begin at 7:30

a.m. Central Time. We will ask you to sign in and present

valid photo identification (or other identification

acceptable to the company) as well as proof of ownership

acceptable to the company, such as an appropriate

brokerage statement. If you are the legal representative

of a shareholder, also bring proof of that status as

described on page 2 of this proxy statement. Cameras and

recording devices will not be permitted at the meeting.

As we embark on our 160th year in business, we thank

you for your continued support of First Horizon and for

the trust and confidence you place in our company.

D. Bryan Jordan

Chairman of the Board, President and Chief Executive Officer

Notice of Annual Meeting of Shareholders

April 23, 2024

8:00 a.m. Central Time

The annual meeting of the holders of First Horizon Corporation’s common stock will be held at 8:00 a.m. Central

Time on April 23, 2024, in the Auditorium of the First Horizon Building, 165 Madison Avenue, Memphis, Tennessee

38103.

The items of business are:

1.Election of 13 directors to serve until the 2025 annual meeting of shareholders and until their successors are

duly elected and qualified.

2.Ratification of the appointment of auditors.

3. Approval of an amendment to our 2021 Incentive Plan to increase the number of shares authorized for

issuance as awards under the plan.

4.Approval of an advisory resolution to approve executive compensation (“say on pay”).

These items are described more fully in the following pages, which are made a part of this notice. The close of

business on February 23, 2024, is the record date for the meeting. All holders of record of First Horizon’s common

stock as of that time are entitled to vote at the meeting.

Management requests that you vote your proxy by telephone or over the internet or that you sign and return the

form of proxy promptly, as applicable, so that if you are unable to attend the meeting your shares can nevertheless

be voted. You may revoke a proxy at any time before it is exercised at the annual meeting in the manner described

on page 7 of the proxy statement.

Clyde A Billings, Jr.

Senior Vice President,

Assistant General Counsel

and Corporate Secretary

Memphis, Tennessee

March 11, 2024

IMPORTANT NOTICE

Please (1) vote your proxy by telephone, (2) vote your proxy over the internet, or (3) mark, date, sign and promptly mail the

form of proxy, as applicable, so that your shares will be represented at the meeting.

If you hold your shares in street name, it is critical that you instruct your broker or bank how to vote if you want your vote to

count in the election of directors, the approval of the amendment to the 2021 Incentive Plan, and the advisory resolution to

approve executive compensation (vote items 1, 3 and 4 of this proxy statement). Under current regulations, if you hold your

shares in street name and you do not instruct your broker or bank how to vote in these matters, no votes will be cast on your

behalf with respect to these matters. For additional information, see page 8 of the proxy statement.


Proxy Summary ..................................................................	2	Vote Item 2—Auditor Ratification ...................................	47
The Annual Meeting .....................................................................	2	Appointment of Auditors for 2024 ...............................................	47
Vote Items .....................................................................................	2	Auditor Fees Past Two Years ......................................................	47
Performance Highlights ...............................................................	2	Pre-Approval Policy for Auditor's Services ................................	47
Corporate Responsibility & Compensation Highlights ............	3
		Vote Item 3—Approval of Am. to 2021 Inc. Plan .........	49
Annual Meeting Matters ...................................................	6
		Vote Item 4—Say on Pay ...................................................	60
Culture & Governance .......................................................	9	Say on Pay Vote Last Year ..........................................................	60
Our Firstpower Culture ................................................................	9	Alignment of Pay with Performance ...........................................	60
Our Awards ....................................................................................	10	Say on Pay Resolution .................................................................	60
Corporate Responsibility ..............................................................	11
Corporate Governance .................................................................	13	Compensation Discussion & Analysis ..........................	61
		CD&A Executive Summary ..........................................................	61
Board Matters ......................................................................	14	CD&A Glossary .............................................................................	66
Independence & Categorical Standards ..................................	15	Pay Components & Decisions ....................................................	67
Board Structure & Role in Risk Oversight .................................	17	Total Direct Compensation (TDC) .........................................	67
Board Committees .......................................................................	19	Salary .........................................................................................	67
Committee Charters & Composition .....................................	20	Incentive Mix .............................................................................	67
Audit Committee (incl'g Committee Report) .........................	20	Annual Cash Incentive .............................................................	68
Compensation Committee (incl'g Committee Report) ......	23	Long-Term Incentive Awards ..................................................	71
Executive Committee ...............................................................	26	Compensation Practices & Philosophies ..................................	73
Information Technology Committee .......................................	26	Peer Group & Market Benchmarking ...................................	73
Nominating & Corporate Governance Committee ..............	26	Deferral, Retirement, & Other Benefits .................................	74
Risk Committee .........................................................................	28	Clawback Policies & Practices ...............................................	76
Compensation Comm. Interlocks & Insider Participation .......	28	Compensation Governance ...................................................	76
Director Meeting Attendance ......................................................	28	Compensation Committee Report ..............................................	77
Executive Sessions of the Board ...............................................	28
Communication with the Board ...................................................	29	Recent Compensation .......................................................	78
		Summary Compensation Table ...................................................	78
Director Compensation ...................................................	29	Grants of Plan-Based Awards .....................................................	80
Directors in 2023 ...........................................................................	29	Supplemental Compensation Disclosures ................................	82
Director Programs .........................................................................	29	Awards Outstanding at Year-End ...............................................	83
Director Compensation Table .....................................................	30	Awards Exercised & Vested ........................................................	84
Awards Outstanding at Year-End ...............................................	31
Director Awards Exercised & Vested ........................................	32	Post-Employment Compensation ...................................	86
		Pension Plans ................................................................................	86
Stock Ownership Information ..........................................	33	Nonqualified Deferred Compensation Plans ............................	87
Policies on Insider Trading and Hedging ...................................	35	Employment & Termination Arrangements ................................	88

Vote Item 1—Election of Directors .................................	36	Pay Versus Performance ..................................................	93
Board Composition & Processes ................................................	36
Diversity on our Board (incl'g skills & characteristics matrix) .........	38	Other Matters ........................................................................	103
Nominees for Election ..................................................................	40	2025 Annual Meeting—Proposal & Nomination Deadlines ....	103
		Availability of Annual Report on Form 10-K ..............................	104
		Pay Ratio of CEO to Median Employee ....................................	104

TABLE OF CONTENTS


	1	2024 PROXY STATEMENT

Proxy Summary

Please read the entire proxy statement before voting. This summary highlights information contained elsewhere in this proxy

statement and does not contain all of the information that you should consider. Page references are supplied to help you find

further information in the proxy statement.

The Annual Meeting


Time and Date	8:00 a.m. Central Time, April 23, 2024
Place	The Auditorium of the First Horizon Building, 165 Madison Avenue, Memphis, Tennessee 38103
Record Date	February 23, 2024
Common Shares Outstanding	554,944,033 common shares were outstanding on the record date and entitled to vote
Internet Availability of Proxy Materials	First Horizon uses the SEC’s “notice and access” rule. Notice of internet availability of proxy materials will be sent on or about March 11, 2024.
Admission Requirements	To attend the meeting in person you will need proof of your stock ownership such as an appropriate brokerage statement and valid photo identification (or other identification acceptable to the company). If you are the legal representative of a shareholder, you must also bring a letter from the shareholder certifying (a) the beneficial ownership you represent and (b) your status as a legal representative. We will determine in our sole discretion whether the letter presented for admission meets the above requirements.

Vote Items


ITEM	MATTER	BOARD RECOMMENDATION	PROXY PAGE NUMBER
Vote Item 1	Election of directors. We are asking you to elect the 13 nominees named in this proxy statement as directors for a one- year term.	FOR each nominee	36
Vote Item 2	Ratification of appointment of auditors. We are asking you to ratify the appointment of KPMG LLP as our auditors for 2024.	FOR	47
Vote Item 3	Approval of an Amendment to our 2021 Incentive Plan. We are asking you to approve an amendment to our 2021 Incentive Plan to increase the number of shares authorized for issuance as awards under the plan.	FOR	49
Vote Item 4	Say on pay advisory resolution on executive compensation. In accordance with SEC rules, we are asking you to approve, on an advisory basis, the compensation of our named executive officers as disclosed in this proxy statement.	FOR	60

Performance Highlights

2023 was a year of unforeseen events for our company and great challenges for the banking industry. Despite the termination

of our previously announced merger with TD Bank, unprecedented events in the banking sector and a difficult economic

environment, we met every challenge and continue our 160-year legacy with confidence in a bright future.

Our results in 2023 were driven by two key factors: our strong capital and financial position and our outstanding team. Our

capital, prudently managed investments, and diversified liquidity position were fundamental to our ability to serve and

support our clients consistently through changing economic conditions.

One of the highlights of our year was our highly successful deposit campaign. Launched in the second quarter, our team

attracted more than 32,000 new-to-bank clients and $6 billion in new-to-bank funds with continued deposit momentum

PROXY SUMMARY


	2	2024 PROXY STATEMENT

throughout the year. Even as these deposits began to reprice in the fourth quarter, we retained 96% of those clients and

funds at year end, indicative of our ability to excel at cultivating long-term client relationships.

Additional performance highlights for the year include:

• We delivered net income available to common shareholders of $865 million, or earnings per share of $1.54,

compared to $868 million and $1.53 per share in 2022.

• 2023 results benefited from a net $59 million after-tax or $0.11 per share of notable items compared with a net

reduction of $82 million or $0.15 per share in 2022.*

• Prudent balance sheet management enabled us to better serve our clients. We grew both loans and deposits at

significantly higher rates than the industry, supported by our exceptionally strong capital levels.

• We saw the benefit of our asset-sensitive balance sheet with net interest margin up 32 basis points versus 2022,

offsetting the decline in revenue from our countercyclical businesses.

• Our deep-rooted relationships with our clients allowed us to retain over 90% of our client base in 2023. Our clients

on average have over nine years of tenure at First Horizon.

• We continue to build on our strong capital levels, ending the year at 11.4%.

• Strong capital levels supported the $650 million common share repurchase program approved by our board in

January 2024.

• Strong earnings supported 19% tangible book value per share growth, ending the year at $12.13.

• We announced a commitment of an additional $100 million over three years in technology and process

improvements to stay in line with the rapid transformation of digital banking and to assure we have the scalability

needed for continued growth.

In May 2023, we announced a $50 million commitment to our communities through the First Horizon Foundation. We

deployed approximately $18 million during 2023 to over 1,600 non-profit partners to advance access to financial capital,

education, housing, redevelopment and revitalization and health and human services for the most vulnerable members of our

communities and to live out our Corporate Responsibility pledge to be "Here for Good" for all our stakeholders.

Our achievements in 2023 were made possible by the talent, dedication and drive of our over 7,300 associates. Critically,

given the events that unfolded last year, we successfully retained more than 90% of our associates and 97% of our key leaders

in 2023, testifying to the success of our efforts to cultivate a work environment in which every associate has the opportunity

to grow and develop both professionally and personally. As we embark on our 160th year in business, we look forward to

continuing to deliver exceptional value for our associates, clients, communities and shareholders.

*2023 notable items include pre-tax items of $225 million gain on merger agreement termination and $7 million net gain from a small FHN Financial asset

disposition, partially offset by a $68 million FDIC special assessment, $51 million of merger-related expense, $50 million contribution to the First Horizon

Foundation, $15 million of expense tied to derivative valuation adjustments related to prior Visa Class-B share sales, $10 million of restructuring costs, and a

$6 million loss on equity valuation adjustments. Additionally, 2023 includes after-tax notable items of $35 million consisting of a $59 million benefit related to

the resolution of merger-related items offset by $24 million related to the surrender of approximately $214 million in book value of bank owned life insurance

policies. 2022 notable items include pre-tax items of $135 million of merger-related expense and $22 million of expense tied to derivative valuation

adjustments related to prior Visa Class-B share sales, somewhat offset by a $22 million gain on the sale of the title services business, $16 million gain on equity

security investments, and $12 million gain on the sale of mortgage servicing rights. Diluted shares in 2023 and 2022 were 562 million and 566 million,

respectively, resulting in a benefit of $0.11 and a reduction of $0.15 per share impact of notable items in 2023 and 2022, respectively.

PROXY SUMMARY


	3	2024 PROXY STATEMENT

Corporate Responsibility & Compensation Highlights

In the following tables we provide a high-level summary of selected practices, including statistical data, in the areas of

corporate responsibility, governance, and executive compensation. The areas were selected based on feedback we have

received from shareholders in recent years.

Board Composition and Governance


PRACTICE	FIRST HORIZON	PROXY PAGE NUMBER
Number of director nominees	13	36
Independence % of director nominees	92% (12 of 13)	15
Independence on key* board committees	100%	20
Is there majority voting for directors (in uncontested elections)?	Yes	7
Must director tender resignation if fails to receive majority vote?	Yes	36
Average director nominee age	64 years	40-44
Average director nominee tenure	8.8 years	40-46
Board refreshment	9 new directors in the past 5 years	40-46
Does the company disclose a director skills matrix?	Yes	39
Gender diversity % of director nominees	38% (5 of 13)	38
Racial/ethnic diversity % of director nominees	23% (3 of 13)	38
Are CEO and Chairman of the Board separate?	No	17-18
Is the Chairman of the Board independent?	No	15
Is there an independent Lead Director?	Yes	17
Director terms	All directors are elected for a term of one year	36
Does the company disclose stock ownership guidelines for directors?	Yes	76
Mandatory retirement age**	72, for non-employee directors	36-37
Retirement age waivers	Board may waive each year for up to 3 additional terms	36-37
Resignation tender if director has major job change (other than promotion)?	Yes	36-37
Director nominees on more than two other public company boards	None	40-46
Annual Board & committee self-evaluations?	Yes	37-38
Annual individual director evaluations?	Yes	37-38
Third party engaged to conduct Board and director evaluations?	Yes; every 3 years or as determined by the Nominating & Corporate Governance Committee	37-38
Incumbent director attendance at Board & committee meetings	Average attendance > 96%	28
Total Board meetings held in 2023	9	28
Total Board committee meetings held in 2023	41	28
Do directors meet in executive session without management?	Yes, generally at each regular Board meeting	28

* Key board committees are Audit, Compensation, and Nominating & Corporate Governance.

* * Under the provisions of our merger agreement with IBERIABANK Corporation, the mandatory retirement provisions did not apply to director nominees

Barton, Compton, Davidson, Jordan, Kemp, Maples, Palmer, Reed, Stewart, Sugrañes or Taylor from the closing date of the merger (July 1, 2020) until the

third anniversary of the merger (July 1, 2023).

Shareholder Rights and Governance*


AREA	FIRST HORIZON
One share, one vote?	Yes
Dual or multiple class common stock?	No
Cumulative voting of stock?	No
Vote required for shareholders to amend Charter	Generally, votes cast favoring exceed votes cast opposing
Exceptions to general vote requirement in preceding row	80% for any provision of charter inconsistent with any provision of bylaws or for Article 12 of charter
Vote required for shareholders to amend Bylaws	80%
Shareholder right to act by written consent?	Yes; all shareholders must consent to take action
Shareholder right to call a special meeting?	Yes, upon demand of holders of 10% of outstanding common shares
Blank-check preferred stock authorized?	Yes
Blank-check preferred stock outstanding?	Five Series: B, C, D, E, and F
Outstanding shareholder rights plan?	No
Proxy access bylaw?	Yes
Exclusive forum bylaw?	Yes

*See our Amended and Restated Charter and our Bylaws, both available on our website at https://ir.firsthorizon.com (click on “Investor Relations,” then

“Corporate Governance,” and then “Governance Documents”), for details.

PROXY SUMMARY


	4	2024 PROXY STATEMENT

Other Governance


AREA	FIRST HORIZON	PROXY PAGE NUMBER
Anti-hedging policy for directors and executives?	Yes	35
Code of Business Conduct and Ethics?	Yes	13
Code of Ethics for Senior Financial Officers?	Yes	13
Compliance and Ethics Program Policy?	Yes	13
Board oversight of cybersecurity?	Yes, by Risk Committee	18
Audit committee financial experts?	3 currently serve on Audit Committee	20

Corporate Responsibility*


AREA	FIRST HORIZON
Diversity, Equity and Inclusion Program?	Yes
Board oversight of environmental, social and governance matters?	Yes, by the Nominating & Corporate Governance Committee
Chief Diversity, Equity and Inclusion Officer?	Yes
ESG Officer?	Yes
Human Rights Statement?	Yes
Social Issues Statements?	Yes
Code of Conduct for Suppliers?	Yes
ESG working group and task forces?	Yes
Corporate Social Responsibility Report?	Yes--most recently published June 2022

*See Corporate Responsibility on pages 11-13 of this proxy statement, as well as our Corporate Social Responsibility Report, for additional details.

Executive Compensation


AREA	FIRST HORIZON	PROXY PAGE NUMBER
Independent consultant for the Compensation Committee	Meridian Compensation Partners, LLC	24
Frequency of say on pay vote?	Annual	49
Clawback policies?	Yes*	76
Clawback features in award plans?	Yes, long-term and annual bonus	76
Below-market options allowed?	Only in substitution, in a merger, limited to 5% of plan authorization	66
Stock ownership guidelines for executives?	Yes	76
Executive-level employment agreements?	1, with the CEO**	88
Portion of CEO's 2023 TDC that is performance-based	61%	64
Portion of CEO's 2023 TDC that is stock-based	60%	64
Change in control (CIC) severance program?	Yes; executive plan & legacy agreements	90
Single-trigger CIC severance benefits?	No	90
Range of CIC severance benefit	1.5 to 3.0 times salary & bonus	90
Named Executive Officers in CIC severance program	5 out of 5	90
Tax gross-up paid on CIC severance benefit?	No	90

*Our Compensation Recovery Policy and our Erroneously Awarded Compensation Recovery Policy are both available on our website at https://

ir.firsthorizon.com (click on “Investor Relations,” then “Corporate Governance,” and then “Governance Documents”).

** See Jordan Employment Agreement beginning on page 88 for details.

PROXY SUMMARY


	5	2024 PROXY STATEMENT

Annual Meeting Matters

Our Board of Directors is soliciting proxies to be voted at

our upcoming annual meeting of the holders of First

Horizon’s common stock (and at any adjournment or

adjournments of the meeting). At the meeting, our

common shareholders will act to elect 13 directors; to

approve an amendment to our 2021 Incentive Plan to

increase the number of shares authorized for issuance as

awards under the plan; to ratify the appointment of KPMG

LLP as our independent auditors for 2024; and to vote on

an advisory resolution to approve executive compensation

(“say on pay”).

Date, Time and Place

The annual meeting of the holders of our common stock

will be held on Tuesday, April 23, 2024, at 8:00 a.m.

Central Time in the Auditorium of the First Horizon

Building, 165 Madison Avenue, Memphis, Tennessee

38103. To obtain additional information or directions to

be able to attend the meeting and vote in person, contact

our transfer agent at (877) 536-3558.

What You Will Need to Attend the Meeting in Person

You will need proof of your share ownership acceptable to

the company (such as an appropriate brokerage

statement if you hold your shares through a broker) and a

form of valid photo identification (or other identification

acceptable to the company). If you do not have proof of

ownership and acceptable identification, you may not be

admitted to the Annual Meeting. If you are the legal

representative of a shareholder, you must also bring a

letter from the shareholder certifying (a) the beneficial

ownership you represent and (b) your status as a legal

representative. We will determine in our sole discretion

whether the documents presented for admission meet the

above requirements.

No cameras, laptops, tablets, recording equipment, large

bags, backpacks, briefcases, or similar items are permitted

in the meeting room. Cell phones may not be used during

the meeting, and we reserve the right to remove

individuals who do not adhere to these requirements.

Terms Used in this Proxy Statement

In this proxy statement, First Horizon Corporation is

referred to by the use of “we,” “us” or similar pronouns,

or simply as “FHN” or “First Horizon,” and First Horizon

and its consolidated subsidiaries are referred to

collectively as “the company.” First Horizon and

IBERIABANK Corporation completed a merger of equals in

2020. IBERIABANK Corporation is referred to in this proxy

statement by the use of “IBKC.” The term “shares” means

First Horizon’s common stock, and the term

“shareholders” means the holders of that common stock,

unless otherwise clearly stated. The term “associates”

means persons employed by the company. The notice of

the 2024 annual meeting of shareholders, this proxy

statement, our annual report on Form 10-K for the year

ended December 31, 2023, and the proxy card are

together referred to as our “proxy materials.”

Internet Availability of Proxy Materials

We use the SEC’s “notice and access” rule, which allows us

to furnish our proxy materials over the internet to our

shareholders instead of mailing paper copies of those

materials to each shareholder. As a result, beginning on or

about March 11, 2024, we sent to most of our

shareholders by mail or email a notice of internet

availability of proxy materials, which contains instructions

on how to access our proxy materials over the internet

and vote online. This notice is not a proxy card, and you

cannot use it to vote your shares. If you received only a

notice, you will not receive paper copies of the proxy

materials unless you request the materials by following

the instructions on the notice.

If you received a paper copy of the notice, we encourage

you to help us save money and reduce the environmental

impact of delivering paper notices by signing up to receive

all of your future proxy materials electronically.

ANNUAL MEETING MATTERS


	6	2024 PROXY STATEMENT

If you own shares of common stock in more than one

account—for example, in a joint account with your spouse

and in your individual brokerage account—you may have

received more than one notice. To vote all of your shares,

please follow each set of separate voting instructions that

you received for the shares of common stock held in each

of your different accounts.

Voting by Proxy & Revoking Your Proxy

The First Horizon Board of Directors is asking you to give

us your proxy. Giving us your proxy means that you

authorize another person or persons to vote your shares

of our common stock at the annual meeting of

shareholders in the manner you direct. Giving us your

proxy allows your shares to be voted even if you do not

attend the annual meeting. You may revoke your proxy at

any time before it is exercised by writing to the Corporate

Secretary, by timely delivering a properly executed, later-

dated proxy (including by telephone or internet) or by

voting by ballot at the meeting. All shares represented by

valid proxies received pursuant to this solicitation, and not

revoked before they are exercised, will be voted in the

manner specified on the proxy. If you submit a proxy

without giving specific voting instructions, your shares

will be voted in accordance with the recommendations

of our Board of Directors as follows:

FOR:

1.Election of 13 directors to serve until the 2025 annual

meeting of shareholders and until their successors are

duly elected and qualified.

2.Ratification of the appointment of KPMG LLP as our

auditors for 2024.

3.Approval of an amendment to our 2021 Incentive Plan

to increase the number of shares authorized for

issuance as awards under the plan.

4. Approval of an advisory resolution to approve

executive compensation ("say on pay").

Solicitation of Proxies

First Horizon will pay the entire cost of soliciting the

proxies. In following up the original solicitation of the

proxies, we may request brokers and others to send proxy

materials to the beneficial owners of the shares and may

reimburse them for their expenses in so doing. If we deem

it necessary, we may also use several of our associates to

solicit proxies from the shareholders, either personally or

by telephone, letter or email, for which they will receive

no compensation in addition to their normal

compensation. We have hired Morrow Sodali LLC, 333

Ludlow Street, Fifth Floor, Stamford, CT 06902 to aid us in

the solicitation of proxies for a fee of $10,000 plus out-of-

pocket expenses. An additional charge of $6.50 per holder

will be incurred should we choose to have Morrow Sodali

LLC solicit individual holders of record.

Quorum & Vote Requirements

Except for our depositary shares (each representing a

fractional interest in a share of one of our series of non-

cumulative perpetual preferred stock, Series B, C, D, E or

F), all of which have limited voting rights and no right to

vote at the annual meeting, our common stock is our only

class of voting securities. There were 554,944,033 shares

of common stock outstanding and entitled to vote as of

February 23, 2024, the record date for the annual

meeting.

Each share is entitled to one vote. A quorum of the shares

must be represented at the meeting to take action on any

matter at the meeting. A majority of the votes entitled to

be cast constitutes a quorum for purposes of the annual

meeting. Both “abstentions” and broker “non-votes” will

be considered present for quorum purposes, but will not

otherwise have any effect on the vote items.

The affirmative vote of a majority of the votes cast is

required to elect the nominees as directors, and we have

adopted a director resignation policy that requires a

director who does not, in an uncontested election, receive

the affirmative vote of a majority of the votes cast with

respect to his or her election to tender his or her

resignation. For additional information on our director

resignation policy, see the summary of the policy under

Director Resignation and Retirement Policies in vote item 1

of this proxy statement, which begins on page 36. The

policy is also contained in our Corporate Governance

Guidelines, which are available on our website at https://

ir.firsthorizon.com (click on “Investor Relations,” then

“Corporate Governance,” and then “Governance

Documents”). The affirmative vote of a majority of the

votes cast is required to approve the advisory resolution

ANNUAL MEETING MATTERS


	7	2024 PROXY STATEMENT

on executive compensation, to approve the amendment

to the 2021 Incentive Plan to increase the number of

shares authorized for issuance as awards under the plan,

and to ratify the appointment of auditors.

Effect of Not Casting Your Vote

Shares Held in Street Name. If you hold your shares in

street name it is critical that you instruct your broker or

bank how to vote if you want your vote to count in the

election of directors, the vote on approval of the

amendment to our 2021 Incentive Plan to increase the

number of shares authorized for issuance as awards under

the plan, and the advisory resolution to approve executive

compensation (vote items 1, 3 and 4 of this proxy

statement). Under current regulations, your broker or

bank will not have the ability to vote your uninstructed

shares in these matters on a discretionary basis. Thus, if

you hold your shares in street name and you do not

instruct your broker or bank how to vote, no votes

will be cast on your behalf with respect to these matters.

Your broker or bank will have the ability to vote

uninstructed shares on the ratification of the appointment

of auditors (vote item 2).

Shareholders of Record. If you are a shareholder of record

and you do not vote your proxy, no votes will be cast on

your behalf on any of the items of business at the annual

meeting unless you attend the annual meeting and vote

your shares there.

Duplicate Mailings & Householding

Duplicate mailings in most cases are inconvenient for you

and an unnecessary expenditure for us. We encourage

you to eliminate them whenever you can as described

below.

Multiple Accounts. Some of our shareholders own their

shares using multiple accounts registered in variations of

the same name. If you have multiple accounts, we

encourage you to consolidate your accounts by having all

your shares registered in exactly the same name and

address. You may do this by contacting our stock transfer

agent, Equiniti Trust Company (EQ), by phone toll-free at

1-877-536-3558, or by mail to EQ Shareowner Services,

P.O. Box 64854, St. Paul, MN 55164-0854.

Shares Held in Street Name. If you and other members of

your household are beneficial owners of shares, meaning

that you own shares indirectly through a broker, bank, or

other nominee, you may eliminate any duplication of

mailings by contacting your broker, bank, or other

nominee. If you have eliminated duplicate mailings but for

any reason would like to resume them, you must contact

your broker, bank, or other nominee.

Shareholders with the Same Address; Requesting

Changes. If you are among the shareholders who receive

paper copies of our proxy materials, SEC rules allow us to

mail a single copy of those materials to all shareholders

residing at the same address if certain conditions are met.

This practice is referred to as "householding."

Householding does not apply to either the proxy card or

the notice of internet availability of proxy materials. If

your household receives only one copy of the proxy

materials and if you wish to start receiving separate copies

in your name, apart from others in your household, you

must request that action by contacting our stock transfer

agent, EQ, by phone toll-free at (877) 536-3558 or by

writing to EQ Shareowner Services, Attn: Householding,

P.O. Box 64854, St. Paul, MN 55164-0854. That request

must be made by each person in the household who

desires a separate copy. Within 30 days after your request

is received we will start sending you separate mailings. If

you and members of your household are receiving

multiple copies and you want to eliminate the

duplications, please request that action by contacting EQ

using the contact information given in this paragraph

above. In either case, in your communications, please

refer to your account number. Please be aware that if you

hold shares both in your own name and as a beneficial

owner through a broker, bank or other nominee, it is not

possible to eliminate duplications as between these two

types of ownership. If your household receives only a

single copy of the proxy materials, and if you desire your

own separate copies for the 2024 annual meeting, you

may download them from our website using the website

address listed in the box below. If you would like

additional copies mailed, we will mail them promptly if

you request them from our Investor Relations department

at our website or by mail to Investor Relations, P.O. Box

84, Memphis, TN 38101. You may also request that

additional copies be mailed by calling our transfer agent at

(877) 536-3558. However, we cannot guarantee you will

receive mailed copies before the 2024 annual meeting.

ANNUAL MEETING MATTERS


	8	2024 PROXY STATEMENT

Important Notice Regarding Availability of Proxy Materials for the Shareholder Meeting

to be held on April 23, 2024

This proxy statement, our proxy card, and our annual report on Form 10-K are available at www.proxydocs.com/FHN.

Also available there is a letter to shareholders discussing our 2023 activities and performance.

Culture & Governance

Our Firstpower Culture

For the past 160 years, our culture has been a catalyst to

our success. Our culture is centered around our people

and their performance, promoting teamwork and

collaboration to achieve results. We prioritize a healthy

work environment, which enhances morale and associate

satisfaction, ultimately leading to increased productivity

and engagement. In 2023, we retained 90% of our

associate base, including nearly 97% of our key leaders,

indicative of our ability to attract and retain top talent

even in challenging circumstances.

At the center of all that we do are our Purpose, Values and

Commitment, holding ourselves to the highest standards

of ethical conduct and operational excellence.

Our Purpose: To help our clients unlock their full potential

with capital and counsel.

Our Values:

▪ Put Clients First – Go above and beyond to listen,

understand and solve the client’s needs. Follow

through and exceed expectations every step of the

way.

▪ Care About People – Treat others with respect and

dignity. Foster a culture of collaboration.

Demonstrate kindness and empathy for all.

▪ Commit to Excellence in Everything We Do – Conduct

business with professionalism and dignity. Embody a

“can do” spirit that gets results for our clients.

▪ Elevate Equity – Providing fair and equitable

opportunities for associates is at the center of our

diversity and inclusion efforts.

▪ Foster Team Success – Measure wins in terms of “we”

not “me.” Take pride in company success. Be invested

in a shared vision for future growth.

Commitment: As teammates and as individuals, we must

own the moment. We listen, understand and deliver.

Understanding the changing needs and expectations of

our workforce is central to our success. As evidenced

during the pandemic, our ability to remain nimble and

responsive allows us to serve our clients and communities

without disruption even when business conditions change.

We want our associates to be inspired and empowered to

perform at their best. We seek their input through formal

surveys and through the Firstpower Council, a group of

associates representing various areas of the company that

provide direct feedback on opportunities to enhance our

culture and organizational effectiveness.

The overall well-being of every associate is important to

us. In addition to competitive health care benefits,

wellness programs and parental and care-giver support,

we offer professional development opportunities through

mentoring and career development programs. Associates

can actively engage with their colleagues at work and be

involved in the community in a variety of ways, including

through volunteerism and by participating in one or more

of our associate resource groups (of which there are 10,

with two additional groups set to launch in 2024).

Creating a diverse workforce and inclusive work

environment is a fundamental aspect of our Firstpower

culture. This commitment starts at the top of the

organization with Board of Directors oversight and

executive leadership support and is embedded throughout

our organization and business priorities.

Our objective is not only to attract a diverse team, but

also to create an environment in which different

backgrounds, opinions and perspectives are valued. We

continuously focus on:

▪ Actively seeking representation of diverse talent

▪ Strengthening leadership capabilities and

accountability

▪ Fostering inclusion and equality through fairness and

transparency

▪ Better serving diverse markets and clients

▪ Investing in the well-being of communities

ANNUAL MEETING MATTERS


	9	2024 PROXY STATEMENT

▪ Our 10 commitments, which include expanding

outreach and access for historically underserved

groups

In 2023, we continued to make progress with diversity in

leadership roles, launched new Associate Resource Groups

and released a new Corporate Diversity Statement.

We remain committed to creating a more equitable

society, and that starts with our associates, our clients,

and the communities we serve. We do this by providing

capital and counsel and committing to excellence in

everything we do.

At December 31, 2023, First Horizon had:

▪ 7,378 associates, or 7,249 full-time-equivalent and

129 part-time-equivalent associates, not including

contract labor for certain services: 66% white, 20%

African American, 9% Hispanic, 3% Asian, and 2%

other races or ethnicities

◦ 63% female and 37% male

◦ 4% have disabilities

• 1,200 corporate managers:

◦ 76% white, 13% African American, 7% Hispanic,

2% Asian, and 1% other races or ethnicities

◦ 54% female and 46% male

◦ 2% have disabilities

• 36 members of the CEO's Operating Committee

(composed of the CEO and senior leaders from across

the organization):

◦ 86% white, 11% African American, 0% Hispanic,

3% Asian, and 0% other races or ethnicities

◦ 44% female and 56% male

Our Awards

First Horizon strives to strengthen the lives of our associates, clients and communities. We are honored by the recognition

awarded us for our efforts. We are especially proud of the praise we have received for our community service, diversity,

equity and inclusion efforts, and family-friendly work environment. Here are some of the honors we have received in the past

two years:



America's Best Banks List America's Best-In-State Banks America's Best Large Employers Best Employers for Women Forbes Magazine	Top 100 Banks in the U.S. GOBanking Rates
	11 Middle Market Awards 12 Small Business Banking Awards Greenwich Coalition
Most Powerful Women in Banking To Watch American Banker
	Customer Experience Extraordinaire WebEx One Champion Awards
Best Companies for People of Color to Advance Best Companies for Women to Advance Parity.org Parity LIST
	Bloomberg Gender Equality Index Bloomberg

GOVERNANCE & CULTURE


	10	2024 PROXY STATEMENT

Corporate Responsibility

Operating responsibly and creating a more sustainable

company is important to the growth and future of our

organization. Our corporate responsibility strategy

continues to encompass environmental, social and

governance (ESG) priorities for our stakeholders and

evolve in response to a dynamic operating environment.

Our strategy remains centered around five interrelated

pillars – Governance, Associates, Clients, Communities and

Environment. We continue to engage with our advisors,

including a climate scientist, and our peers and to track

regulatory progress and momentum. We recently

conducted a stakeholder assessment that will help keep us

better informed and guide our strategy as we navigate the

changing landscape.

Our Nominating & Corporate Governance Committee has

oversight responsibility for First Horizon's management of

and commitment to environmental, social and governance

matters and reporting, while management is responsible

for execution of our initiatives in this area. Management

provides updates on ESG matters to the Nominating &

Corporate Governance Committee at each regularly

scheduled Committee meeting. ESG priorities are

implemented through the efforts of our ESG Officer, who

has primary day-to-day responsibility for ESG matters, as

well as through the efforts of the ESG working group and

task forces. Moving into 2024 and beyond, we intend to

focus on qualitative and quantitative measurements to

monitor ESG progress; to continue to engage with

advisors, including a climate scientist, to operationalize

solutions; and to incorporate climate risk throughout our

risk management processes and policies. The chart below

lays out our ESG governance structure:

GOVERNANCE & CULTURE


	11	2024 PROXY STATEMENT

Corporate Responsibility - Progress and Opportunities


2023 Accomplishments	Opportunities in Progress and on the Horizon
Environmental
Roadmap. Followed our roadmap and framework to achieve sustainability goals.	Environmental Initiatives • Continue to work with environmental task force, corporate properties and procurement to assess cost save opportunities and identify measures to improve the resource efficiency of our footprint and activities. • Focus on community restoration, achieved through nature-based projects and strategic relationships, with an emphasis on coastlines and waterways in our footprint. • Enhance understanding of scenario analysis and Scope 3 reporting with the help of advisors and RMA's Climate Risk Consortium. • Continue partnership with Woods Hole Oceanographic and OCIA for opportunities and ocean-based, science-backed climate change solutions. • Focus on sustainable finance framework/ opportunities.
Accomplishments • As of 2022, 32% reduction in Scope 1 &2 (unaudited) location- based GHG emissions using 2019 as baseline year. • Conducted frequent environmental task force meetings. • Refreshed loan portfolio analysis looking at physical and transition risks and opportunities. • Responded to Carbon Disclosure Project questionnaire. • Joined Risk Management Association Climate Risk Consortium. • Carried out internal discussions on a sustainable finance framework and responsible resource use. • Joined Ocean and Climate Innovation Accelerator (OCIA) • Supported environmental, community and nature-based projects, including a Blue Carbon portal.
Social
DEI • Continued to be recognized by organizations such as Bloomberg, Forbes, American Bank and Parity.org for our DEI efforts. • Launched the ELEVATE Executive Sponsorship Program. • Created a talent pipeline tool to proactively recruit and retain top talent. • Implemented a best practices guide to help hiring leaders broaden the search for highly qualified talent. • Increased ARG participation to 18.7% of total associate population. Community Investment/Philanthropy • Refreshed Community Investment Strategy. • Announced $50 million commitment to communities. • $17.8 million distributed to nonprofits from the First Horizon Foundations in 2023. • Over 27,000 hours of service performed by associates (inclusive of CRA service hours). CRA • $9 million of 2023 funds dedicated to low- and moderate - income communities. • Continued to support financial literacy through Operation HOPE, Junior Achievement, and other programs. • 2023 CRA service hours totaled over 15,000. Wellness & Benefits. Continued to provide tools, resources and support to promote associates’ financial, emotional and physical well-being.	Elevate Equity • Launch a new Executive DEI Council to increase awareness and engagement with DEI strategy by the executive management committee. • Launch two ARGs focused on elevating equity in age (GenNow) and familial status (Working Parents and Caregivers) • Create a new DEI-specific sales award. Culture. Continue to work toward a collaborative workplace culture, allowing each associate to thrive and grow professionally and personally. Talent. Focus on identifying and developing underrepresented talent. Community Investment. Socialize new community investment strategy throughout the organization. CRA. Work to expand access to housing for LMI individuals, support economic development and community revitalization in LMI communities, and improve financial capability and stability in LMI communities. Focus on compliance with new CRA modernization rule.

GOVERNANCE & CULTURE


	12	2024 PROXY STATEMENT


2023 Accomplishments	Opportunities in Progress and on the Horizon
Engagement and Disclosure
Stakeholder Assessment. Conducted a stakeholder assessment with a third-party vendor looking at both 1) how key ESG issues impact First Horizon’s business and 2) how First Horizon’s activities impact its stakeholders and which ESG topics are most important to them. Assessment drew on multiple inputs, including competitive benchmarking, desk research and interviews with over 20 internal and external stakeholders. Frameworks. Continued to review and enhance areas to align with voluntary reporting frameworks. Ratings. Conducted a rating agency gap analysis to identify disclosure gaps.	Stakeholder Assessment. Review data and feedback from the assessment to refine areas of focus and identify risks and opportunities. Associate Education. Enhance materials and create resource page for sustainability initiatives and matters. Disclosure. Continue to stay engaged with climate and sustainability working groups and follow regulatory movements and guidance. Plan to publish an updated Corporate Social Responsibility and Environmental, Social, Governance Impact Report in mid-2024. ESG Ratings. Continue to review and update rating organizations' data and enhance reporting where appropriate in order to improve scores and transparency further.

Shareholder Engagement

Dialogue with our shareholders is a critical part of our

company's success. To remain aligned with the investor

community, in 2023 we continued to reach out to our

shareholders proactively to solicit their feedback and

perspectives on a variety of topics. In addition to hosting

an investor day in June 2023, we engaged with

shareholders through investor meetings, sell-side

conferences, earnings calls and non-deal roadshows. We

also solicited feedback from shareholders on the relative

importance to them of various ESG topics as part of the

stakeholder assessment discussed in the table above.

Corporate Governance

First Horizon is dedicated to operating in accordance with

sound corporate governance principles. We believe that

these principles not only form the basis for our reputation

of integrity in the marketplace but also are essential to our

efficiency and overall success. Some of our corporate

governance principles, policies and practices are

highlighted below.

Key Corporate Governance Documents

Our Board has adopted the following key corporate

governance documents. All of these are available, along

with several other governance documents, such as our

compensation recovery policies, stock ownership

guidelines, and committee charters, on our website at

https://ir.firsthorizon.com (click on “Investor Relations,”

then “Corporate Governance,” and then “Governance

Documents”). Paper copies are also available to

shareholders upon request to the Corporate Secretary.

Corporate Governance Guidelines. The Guidelines

provide our directors with guidance as to their legal

accountabilities, promote the functioning of the Board

and its committees, and establish a common set of

expectations as to how the Board should perform its

functions.

Code of Business Conduct and Ethics. This code sets forth

the overarching principles that guide the conduct of every

aspect of our business. Any waiver of the Code of Business

Conduct and Ethics for an executive officer or director

must be promptly disclosed to shareholders in any

manner that is acceptable under the NYSE listing

standards, including but not limited to distribution of a

press release, disclosure on our website, or disclosure on

Form 8-K.

Code of Ethics for Senior Financial Officers. This code

promotes honest and ethical conduct, proper disclosure of

financial information and compliance with applicable

governmental laws, rules and regulations by our senior

financial officers and other associates who have financial

responsibilities. We intend to satisfy our disclosure

obligations under Item 5.05 of Form 8-K related to

amendments or waivers of the Code of Ethics for Senior

Financial Officers by posting such information on our

website.

GOVERNANCE & CULTURE


	13	2024 PROXY STATEMENT

Compliance and Ethics Program Policy. We have also

adopted a Compliance and Ethics Program Policy, which

highlights our commitment to having an effective

compliance and ethics program by exercising due diligence

to prevent and detect criminal conduct and otherwise by

promoting an organizational culture that encourages

ethical conduct and a commitment to compliance with the

law.

Related Party Transaction Procedures

The Audit Committee of the Board has adopted

procedures for the approval, monitoring, and ratification

of transactions between First Horizon, on the one hand,

and our directors, executive officers or 5% shareholders,

their immediate family members, their affiliated entities

and their immediate family members’ affiliated entities,

on the other hand. A copy of our procedures is available

on our website at https://ir.firsthorizon.com (click on

“Investor Relations,” then “Corporate Governance,” and

then “Governance Documents”). Our procedures require

management to submit any proposed “related party

transaction” (defined as a transaction that is required to

be disclosed in our proxy statement pursuant to the

requirements of Item 404(a) of Regulation S-K

promulgated by the SEC) or amendment to an existing

related party transaction to the Audit Committee for

approval or ratification. In some cases, the matter may be

determined by the chair of the Audit Committee. In

considering whether to approve a given transaction, the

Audit Committee (or chair) must consider:

• whether the terms of the related party transaction

are fair to First Horizon and at least as favorable as

would apply if the other party was not, or did not

have an affiliation with, a director or executive officer

of First Horizon;

• whether First Horizon is currently engaged in other

related party transactions with the related party at

issue or other related parties of the same director or

executive officer; whether there are demonstrable

business reasons for First Horizon to enter into the

related party transaction; whether the related party

transaction would impair the independence of a

director; and

• whether the related party transaction would present

an improper conflict of interest for any director or

executive officer of First Horizon, taking into account

the size of the transaction, the overall financial

position of the director or executive officer, the direct

or indirect nature of the interest of the director or

executive officer in the transaction, the ongoing

nature of any proposed relationship, and any other

factors the Audit Committee deems relevant.

Transactions with Related Persons

First Horizon, the Bank and the subsidiaries of each, as

applicable, have entered into lending transactions and/or

other banking or financial services transactions in the

ordinary course of business with our executive officers,

directors, nominees, their immediate family members and

affiliated entities, and the persons of which we are aware

that beneficially own more than five percent of our

common stock, and we expect to have such transactions

in the future. Such transactions were made in the ordinary

course of business, were made on substantially the same

terms, including interest rates and collateral, as those

prevailing at the time for comparable transactions with

persons not related to the company, and did not involve

more than the normal risk of collectability or present

other unfavorable features. We note that as a perquisite

we offer all associates discounts on certain financial

services (for example, no-fee domestic wire transfers).

These discounts are available to our executive officers

except in relation to credit extended at the time an

executive officer is serving as such.

GOVERNANCE & CULTURE


	14	2024 PROXY STATEMENT

Board Matters

In accordance with our Bylaws, First Horizon is managed

under the direction of and all corporate powers are

exercised by or under the authority of our Board of

Directors. Our Board of Directors currently has 15

members. All of our directors are also directors of First

Horizon Bank (the “Bank”). The Bank is our principal

operating subsidiary.

Independence & Categorical Standards

Independence

Our common stock is listed on the New York Stock

Exchange. The NYSE listing standards require a majority of

our directors and all of the members of the Audit,

Compensation, and Nominating & Corporate Governance

Committees of the Board of Directors to be independent

as defined in the listing standards. Under these standards,

our Board of Directors is required to determine

affirmatively that a director has no material relationship

with the company for that director to qualify as

independent. In order to assist in making independence

determinations, the Board, upon the recommendation of

the Nominating & Corporate Governance Committee, has

adopted the categorical standards set forth below. In

making its independence determinations, each of the

Board and the Nominating & Corporate Governance

Committee considered the relationships between each

director and the company, including those that fall within

the categorical standards. In addition, the NYSE listing

standards require that the Board specifically consider

certain factors in determining the independence of any

director who will serve on the Compensation Committee.

These factors are described under the heading The

Compensation Committee—In General below in this proxy

statement. Our Board specifically considered such factors

in making the independence determinations for all of our

directors, including those who serve on the Compensation

Committee. Based on its review and the application of the

categorical standards, the Board, upon the

recommendation of the Nominating & Corporate

Governance Committee, determined that all 14 of our

current non-employee directors (Messrs. Barton, Casbon,

Compton, Dietrich, Fenstermaker, Kemp, Maples, Reed,

and Taylor and Mses. Carboni, Davidson, Palmer, Stewart,

and Sugrañes) are independent under the NYSE listing

standards and that one former non-employee director

who served during part of 2023 (E. Stewart Shea, III) was

independent under the NYSE listing standards during the

time that he served. Mr. Jordan, as our current Chairman

of the Board, President and Chief Executive Officer, is not

independent. The categorical standards established by

the Board are set forth below and are also available on

our website at https://ir.firsthorizon.com (click on

“Investor Relations,” then “Corporate Governance,” and

then “Governance Documents”).

Director Transactions by Category or Type

With respect to each director who is identified above as

independent under the NYSE listing standards, the Board

considered the following types or categories of

transactions, relationships or arrangements in

determining the director’s independence under the NYSE

standards and our categorical standards.

• Provision by the company, in the ordinary course of

business and on substantially the same terms and

conditions as those prevailing at the time for

comparable transactions with non-affiliated persons,

of the following banking and financial services and

services incidental thereto to directors, their

immediate family members and/or to entities with

which directors or their immediate family members

are affiliated: deposit accounts (all independent

directors except Mses. Carboni, Davidson and

Stewart); treasury management products (Messrs.

Barton and Compton); loans (including mortgage

loans and loans secured by obligations of a director-

affiliated entity), letters of credit, guaranties, credit

cards and/or other lines of credit (Messrs. Barton,

Dietrich, Fenstermaker, Kemp, Maples, Reed, and

Shea); broker/dealer services (Messrs. Fenstermaker

and Reed); financial planning/family office services

(Messrs. Reed and Shea); trust services (Mr. Shea and

Ms. Sugrañes); insurance brokerage (Mr. Reed); safe

deposit boxes (Mr. Compton); purchasing card

services (Mr. Fenstermaker) and currency exchange

(Mr. Compton).

• Provision by an entity affiliated with a director or his

or her immediate family member, in the ordinary

course of business and on substantially the same

terms and conditions as those prevailing at the time

for comparable transactions with non-affiliated

BOARD MATTERS


	15	2024 PROXY STATEMENT

persons, of the following products and services to the

company: shipping and print services (Mr. Dietrich);

event supply rentals (Mr. Shea); accommodation

expenses for business travel by associates of the

company (Mr. Reed); and title insurance and related

loan services (Mr. Casbon).

• Charitable contributions by the company, the First

Horizon Foundation or the Louisiana First Horizon

Foundation to charitable organizations with which a

director or immediate family member is affiliated

(Mses. Davidson and Palmer and Messrs. Barton,

Compton, Fenstermaker and Kemp).

Categorical Standards

Each of the following relationships between the

Corporation (as defined below) and its subsidiaries, on the

one hand, and a director, an immediate family member of

a director, or a company or other entity as to which the

director or an immediate family member is a director,

executive officer, employee or shareholder (or holds a

similar position), on the other hand, will be deemed to be

immaterial and therefore will not preclude a

determination by the Board of Directors that the director

is independent for purposes of the NYSE listing standards:

1. Depository and other banking and financial services

relationships (excluding extensions of credit which

are covered in paragraph 2), including transfer

agent, registrar, indenture trustee, other trust and

fiduciary services, personal banking, capital markets,

investment banking, equity research, asset

management, investment management, custodian,

securities brokerage, financial planning, cash

management, insurance brokerage, broker/ dealer,

express processing, merchant processing, bill

payment processing, check clearing, credit card and

other similar services, provided that the relationship

is in the ordinary course of business and on

substantially the same terms and conditions as those

prevailing at the time for comparable transactions

with non-affiliated persons.

2. An extension of credit, provided that, at the time of

the initial approval of the extension of credit as to

(1), (2) and (3), (1) such extension of credit was in

the ordinary course of business, (2) such extension

of credit was made in compliance with applicable

law, including Regulation O of the Federal Reserve,

Section 23A and 23B of the Federal Reserve Act and

Section 13(k) of the Securities and Exchange Act of

1934, (3) such extension of credit was on

substantially the same terms as those prevailing at

the time for comparable transactions with non-

affiliated persons, and (4) the extension of credit has

not been placed on non-accrual status.

3. Contributions (other than mandatory matching

contributions) made by the Corporation or any of its

subsidiaries or First Horizon Foundation [including

the Louisiana First Horizon Foundation] to a

charitable organization as to which the director is an

executive officer, director, or trustee or holds a

similar position or as to which an immediate family

member of the director is an executive officer;

provided that the amount of the contributions to the

charitable organization in a fiscal year does not

exceed the greater of $500,000 or 2% of the

charitable organization’s consolidated gross revenue

(based on the charitable organization’s latest

available income statement).

4. Vendor or other business relationships (excluding

banking and financial services relationships and

extensions of credit covered by paragraph 1 or 2

above), provided that the relationship is in the

ordinary course of business and on substantially the

same terms and conditions as those prevailing at the

time for comparable transactions with non-affiliated

persons.

5. All compensation and benefits provided to non-

employee directors for service as a director.

6. All compensation and benefits provided in the

ordinary course of business to an immediate family

member of a director for services to the Corporation

or any of its subsidiaries as long as such immediate

family member is compensated comparably to

similarly situated associates and is not an executive

officer of the Corporation or based on salary and

bonus within the top 1,000 most highly

compensated associates of the Corporation.

Excluded from relationships considered by the Board is

any relationship (except contributions included in

category 3) between the Corporation and its subsidiaries,

on the one hand, and a company or other entity as to

which the director or an immediate family member is a

director or, in the case of an immediate family member,

an employee (but not an executive officer or significant

shareholder), on the other hand.

The fact that a particular relationship or transaction is not

addressed by these standards or exceeds the thresholds in

these standards does not create a presumption that the

director is or is not independent.

The following definitions apply to the categorical

standards listed above:

BOARD MATTERS


	16	2024 PROXY STATEMENT

“Corporation” means First Horizon Corporation and its

consolidated subsidiaries.

“Executive Officer” means an entity’s president, principal

financial officer, principal accounting officer (or, if there is

no such accounting officer, the controller), any vice

president of the entity in charge of a principal business

unit, division or function, any other officer who performs a

policy-making function, or any other person who performs

similar policy-making functions for the entity.

“Immediate family members” of a director means the

director’s spouse, parents, children, siblings, mother-in-

law, father-in-law, sons-in-law, daughters-in-law,

brothers-in-law, sisters-in-law and anyone (other than

domestic employees) who shares the director’s home.

“Significant shareholder” means a passive investor

[meaning a person who is not in control of the entity] who

beneficially owns more than 10% of the outstanding

equity, partnership or membership interests of an entity.

“Beneficial ownership” will be determined in accordance

with Rule 13d-3 of the Securities Exchange Act of 1934.

Board Structure & Role in Risk Oversight

Evolution of Leadership Structure

First Horizon’s Board leadership structure has evolved

significantly over the years. Prior to 2007, the Chairman of

the Board and Chief Executive Officer roles were held by

the same individual (except for two transition periods

relating to CEO succession). In 2007, the Board made

certain governance changes in order to facilitate the

implementation of strategic changes it was then initiating,

including the appointment of a new CEO and of a separate

individual as the Chairman of the Board. In 2012, the

Board elected Mr. Jordan, who had become our President

and CEO in 2008, as Chairman of the Board as well. For a

two-year period after the closing of the merger of equals

with IBKC in 2020, IBKC's former President and CEO served

as Executive Chairman of the Board of First Horizon and

the Bank, with Mr. Jordan continuing in the roles of

President and CEO. In 2022, Mr. Jordan again assumed

the role of Chairman of the Board while continuing as

President and CEO as well.

Current Leadership Structure

Under First Horizon’s current Bylaws, the Chairman of the

Board presides at all meetings of the shareholders and of

the Board (except, with respect to meetings of the Board,

as the Board may otherwise determine) and has the

powers and performs the duties as are normally incident

to the position and as may be assigned by the Board. The

Chief Executive Officer is responsible for carrying out the

orders of and the resolutions and policies adopted by the

Board, has general management of the business of the

company and exercises general supervision over all of its

affairs, and has the powers and performs the duties as are

normally incident to the position and as may be assigned

by the Board.

Mr. Reed, who is independent under the listing standards

of the NYSE, is currently serving as Lead Director for the

Board. His responsibilities as Lead Director include,

among other things, supporting the Chairman of the Board

in developing (in conjunction with the Corporate

Secretary) the agenda for each Board meeting and in

defining the scope, quality, quantity and timeliness of the

flow of information between management and the Board;

presiding (or, if he cannot be in attendance, designating

another independent director to preside) at executive

sessions of the Board; taking any actions he deems

necessary or appropriate in connection with the Board

and committee self-evaluation process (including

contacting each director individually to obtain additional

input on Board and committee effectiveness, if he deems

appropriate); receiving reports from directors who have

concerns about another director’s performance pursuant

to our process for individual director performance

evaluations; and receiving communications from

shareholders pursuant to our process for communications

with the Board.

Reasons for Current Leadership Structure

We believe that our current board leadership structure,

with a combined CEO and Chairman position and with a

separate Lead Director who is independent under the

NYSE listing standards and has the principal duties

specified in the Corporate Governance Guidelines, is most

appropriate for our company at this time. We believe that

combining the roles of CEO and Chairman facilitates our

prudent management of the company. Holding both roles

best positions Mr. Jordan as CEO and Chairman to be

aware of major issues facing the company on a day-to-day

and long-term basis and to identify key risks and

developments facing the company that should be brought

to the Board’s attention. The combined role also provides

a single point of leadership for First Horizon so that the

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company maintains a unified message and strategic

direction.

The combined CEO/Chairman position is counterbalanced

by our strong Lead Director position, currently held by Mr.

Reed. The Lead Director, who has the responsibilities

described above, provides an independent voice on issues

facing the company and ensures that key issues are

brought to the Board’s attention. The Board and its

committees also regularly hold executive sessions with no

members of management present, thereby providing an

opportunity for the non-management directors to discuss

their views freely; the executive sessions of the Board are

generally presided over by the Lead Director (or his

designee, if he cannot attend). All four regular meetings of

the Board in 2023 concluded with such an executive

session. The Board itself has a high degree of

independence, with 14 of the 15 current directors

qualifying as independent under the NYSE listing

standards. In addition, the Board values the fresh

perspectives brought by new directors: nine of our 15

current directors joined our Board within the last five

years.

We recognize that different board leadership structures

may be appropriate for First Horizon at different times

and in different situations. As part of our Board self-

evaluation process, the Board annually evaluates the

company’s leadership structure to ensure that it remains

the most appropriate one for the company. As stated in

our Corporate Governance Guidelines, the Board is free to

select its Chairman and First Horizon’s Chief Executive

Officer in the manner it considers in the best interests of

the company at any given point in time. The Board has

separated the roles of Chairman and CEO in the past and

will consider doing so in the future should circumstances

arise that make such separation appropriate.

Board Role in Risk Oversight

As stated in our Corporate Governance Guidelines,

oversight of risk management is central to the role of the

Board. Our Board provides continuous oversight of overall

risks, with emphasis on strategic risks and those related to

reputation and corporate social responsibility. The Board

reviews and approves our risk appetite statement, which

defines the outside limit of risk that First Horizon is willing

to assume in executing our business strategy through the

business cycle, on an annual basis. Our risk management

processes are reflected in a Board policy on risk

management governance and in the Board risk appetite

statement. The policy delegates primary responsibility for

enterprise risk management oversight (including oversight

of information security risk) to the Risk Committee. The

role of that Committee, as well as that of the Audit,

Compensation and Nominating & Corporate Governance

Committees, is outlined below. Each of these committees

and the full Board receive regular reports from

management regarding the company’s risks, and each

committee reports regularly to the full Board concerning

risk.

Risk Committee. In July 2022, the Executive & Risk

Committee, which was formerly charged with oversight of

risk management for the company, was bifurcated into

two separate committees, an Executive Committee and a

Risk Committee. The Board adopted a charter for the Risk

Committee providing that the Committee shall have, as its

sole and exclusive function, responsibility for the risk

management policies of the company's global operations

and oversight of the operation of the company's global

risk management framework. The charter authorizes and

directs the Committee to assist the Board in its oversight

of (i) the establishment and operation of our enterprise

risk management framework, including policies and

procedures establishing risk management governance, risk

management procedures, risk control infrastructure, and

processes and systems for implementing and monitoring

compliance with the framework with respect to the

management of reputational, credit, market, operational,

compliance, legal, liquidity, and capital risks, including

emerging risks, (ii) the adoption, implementation and

periodic review of significant risk management and

compliance policies and (iii) our risk appetite statement. In

fulfilling its risk responsibilities, the Board delegated the

following duties to the Committee: to review periodically

and recommend to the Board the risk appetite parameters

to be employed by management in operating the

company; to receive information on our business

practices, policies and procedures related to the risks

listed above; to monitor results to ensure alignment with

First Horizon’s risk appetite; to review periodic risk and

compliance reports from the Chief Risk Officer and the

Chief Credit Officer, including reports on major risk

exposures and steps taken to monitor, mitigate and

control such exposures, and reports from the Chief Risk

Officer on risk management deficiencies and emerging

risks; to review periodically with management regulatory

reports, regulatory correspondence and actions; to review

and approve First Horizon’s stress testing program and

results; and to establish (or recommend to the Board the

establishment of) risk management and compliance

policies and periodically review such policies, as

appropriate. The reports from the Chief Risk Officer

referred to above take place on a quarterly basis and

include information on information security (including

cybersecurity) risk and the steps taken to monitor,

mitigate and control it. The Committee’s charter

specifically states that the Committee may meet

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separately in executive session with the Chief Risk Officer

as often as the Committee deems necessary or

appropriate. The charter provides that the Chief Risk

Officer reports directly to the Committee and the Chief

Executive Officer.

In connection with its credit risk responsibilities, the

Committee oversees First Horizon’s independent Credit

Assurance Services department. The Committee charter

requires the Committee to advise the Chief Audit

Executive (who has responsibility for the Credit Assurance

Services department) that he or she is expected to provide

the Committee summaries of and, as appropriate,

significant reports to management prepared by the Credit

Assurance Services department and management’s

responses thereto; to approve the department’s Annual

Review Plan and schedule of activities; to meet quarterly

with the Chief Audit Executive in separate executive

session to discuss any matters that the Committee or the

Chief Audit Executive believes should be discussed

privately; and to review the annual Credit Assurance

Services department Statement of Independence.

Federal Reserve regulations require banking organizations

with assets greater than $50 billion to establish an

independent risk committee of the board of directors that

has, as its sole and exclusive function, responsibility for

the risk management policies of the organization’s global

operations and oversight of the organization’s risk

management framework. The regulations also specify that

the organization must have a risk committee that is

chaired by a director who is independent as defined in the

regulations and that has at least one member with

“experience in identifying, assessing and managing risk

exposures of large, complex firms.” The Risk Committee

complies in all respects with the requirements outlined

above.

Audit Committee. In accordance with the NYSE listing

standards and its charter, the Audit Committee receives

reports from the Chief Audit Executive regarding risk

governance, risk assessment and risk management, the

adequacy of the company’s policies and compliance with

legal and regulatory requirements. These include reports

from the IT Audit area on the company’s information

security, including risk assessment and planning relating to

cybersecurity, network security and physical security.

Pursuant to its charter, the Audit Committee also reviews

associate complaints or material reports or inquiries

received from regulators or government agencies and

management’s responses; meets periodically with the

company’s Chief Risk Officer to discuss any risk and

compliance matters that may have a material effect on

the company’s financial statements or internal controls;

discusses any significant compliance issues raised in

reports or inquiries received from regulators or

government agencies; reviews periodic reports regarding

the Compliance and Ethics Program on the effectiveness

of that program; and discusses with the General Counsel

pending and threatened claims that may have a material

impact on the financial statements.

Compensation Committee. The Compensation Committee

is responsible for compensation-related risks. The charter

of the Committee requires the Committee to oversee our

compliance with all applicable laws and regulations

relating to (i) appropriate management of the risks

associated with incentive compensation programs or

arrangements or (ii) public, regulatory, or other reporting

associated with such risks, programs or arrangements.

Additional information about the Committee’s role in risk

management is included under the heading Compensation

Risk within The Compensation Committee, which begins

on page 23.

Nominating & Corporate Governance Committee. The

Nominating & Corporate Governance Committee is

responsible for overseeing risks relating to the company’s

governance structure and Board succession, as well as

those relating to the company's management of and

commitment to ESG matters and ESG reporting.

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Board Committees

Committee Charters & Composition

The Board has six standing committees: the Audit

Committee, the Compensation Committee, the Executive

Committee, the Information Technology Committee, the

Nominating & Corporate Governance Committee and the

Risk Committee. The charter of each of these six standing

committees is currently available on our website at

https://ir.firsthorizon.com (click on “Investor Relations,”

then “Corporate Governance,” and then “Governance

Documents”). Paper copies are available to shareholders

upon request to the Corporate Secretary. The Audit,

Compensation, and Nominating & Corporate Governance

Committees are each composed of directors who are

independent, as defined above under the heading

Independence & Categorical Standards beginning on page

15. The chair of the Risk Committee is also independent,

as defined by the Federal Reserve regulations that govern

risk committees. The current membership of each of the

Board’s standing committees is set forth in the table

below. Membership and chairmanship continued during

the entire period from January 1, 2023 through the filing

of this proxy statement unless otherwise indicated in

notes following the table.

Committees of the Board


AUDIT	COMPENSATION	EXECUTIVE	INFORMATION TECHNOLOGY	NOMINATING & CORPORATE GOVERNANCE	RISK
Mr. Barton	Mr. Casbon2	Mr. Casbon2	Mr. Barton	Mr. Compton (C)	Mr. Casbon2
Ms. Carboni1	Mr. Dietrich1	Mr. Compton	Ms. Carboni1	Mr. Dietrich1	Mr. Compton
Ms. Davidson	Mr. Maples (C)	Mr. Fenstermaker2 (C)	Ms. Davidson	Mr. Fenstermaker2	Mr. Fenstermaker2 (C)
Mr. Kemp	Ms. Palmer	Mr. Jordan	Mr. Kemp	Mr. Kemp	Mr. Jordan
Ms. Palmer (C)	Mr. Reed	Mr. Maples	Ms. Stewart (C)		Mr. Maples
Ms. Stewart		Ms. Palmer	Ms. Sugrañes		Ms. Palmer
Ms. Sugrañes		Mr. Reed			Mr. Reed
		Mr. Taylor			Mr. Taylor

1. Ms. Carboni joined our Board on October 23, 2023, and became a member of the Audit and Information Technology Committees effective

November 2, 2023. Mr. Dietrich joined our Board on January 22, 2024, and became a member of the Compensation and Nominating &

Corporate Governance Committees at that time.

2. Messrs. Casbon and Fenstermaker will not be standing for reelection at the 2024 annual meeting but will be retiring at that time.

E. Stewart Shea, III also served as a member of the Compensation and Nominating & Corporate Governance Committees from January 1, 2023 until he

stepped down as a director effective October 16, 2023.

Audit Committee

Overview

The Audit Committee was established by our Board of

Directors and operates under a written charter that was

last amended in 2023 to reflect more closely the

requirements of auditing standards with respect to

auditor’s independence, quality control procedures, and

certain other matters and to make other minor updates.

In 2023, the Committee met 12 times for the principal

purpose of executing its responsibilities under the

Committee’s charter. Seven of those meetings concluded

with an executive session during which management was

not present.

Subject to the limitations and provisions of its charter, the

Committee assists our Board in its oversight of our

accounting and financial reporting principles and policies,

internal controls and procedures, the integrity of our

financial statements, our compliance with legal and

regulatory requirements, the independent auditor’s

qualifications and independence, and the performance of

the independent auditor and our internal audit function.

The Committee is directly responsible for the appointment

(subject, if applicable, to shareholder ratification),

retention, compensation and termination of the

independent auditor as well as for overseeing the work of

and evaluating the independent auditor and its

independence. The members of the Committee are

themselves independent, as that term is defined in the

NYSE listing standards (described above), and meet the

additional independence requirements prescribed by

Section 10A(m)(3) of the Securities Exchange Act of 1934,

as amended, and the rules of the SEC promulgated

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thereunder. In addition, the Board of Directors has

determined that all the members of the Committee are

financially literate as required by the NYSE listing

standards. The Audit Committee’s Report is included

below.

Audit Committee Financial Experts

Mr. Barton. The Board of Directors has determined that

Harry V. Barton, Jr. (member of the Audit Committee) is

an audit committee financial expert, as that term is

defined in Item 407(d)(5) of SEC Regulation S-K. Prior to

joining First Horizon’s Board in 2020, Mr. Barton had

served as a director of IBKC since 1993. He was a member

of IBKC’s audit committee from 2000 to 2020 and chaired

the committee from 2005 to 2020, and IBKC’s board

determined that Mr. Barton was an audit committee

financial expert. IBKC’s financial statements were

generally comparable to First Horizon’s in the breadth and

complexity of the issues that they raised. Mr. Barton has

been a practicing certified public accountant since 1984,

for most of that time as the owner of his own accounting

firm. In order to maintain his license as a practicing CPA,

he has obtained the continuing education required for

accountants every year. His broad professional experience

as a practicing certified public accountant and his service

on IBKC’s audit committee allowed him to gain an

understanding of generally accepted accounting principles

and financial statements, the ability to assess the general

application of accounting principles in connection with the

accounting for estimates, accruals and reserves,

experience evaluating financial statements that present a

breadth and level of complexity of accounting issues that

are generally comparable to the breadth and complexity

of issues that can reasonably be expected to be raised by

First Horizon’s financial statements, an understanding of

internal control over financial reporting, and an

understanding of audit committee functions.

Ms. Davidson. The Board of Directors has determined

that Wendy P. Davidson (member of the Audit

Committee) is an audit committee financial expert, as that

term is defined in Item 407(d)(5) of SEC Regulation S-K.

Ms. Davidson received a Bachelor of Arts from Luther

College and has also completed Harvard Business School

executive education programs in strategic financial

analysis for business valuation and in general

management/country management. Over the course of

her 30 year career, Ms. Davidson has served in various

positions with Tyson Foods, Inc., McCormick & Company,

Inc., Kellogg Company and Glanbia plc, culminating in her

current positions as President and Chief Executive Officer

and a director of The Hain Celestial Group, Inc. (“Hain

Celestial”). In 2023, Hain Celestial had approximately $1.8

billion in total revenue. As President and CEO of Hain

Celestial, Ms. Davidson is responsible for the financial

statements of the company. She actively supervises the

company’s chief financial officer, who reports directly to

her, regularly reviewing the company’s results in detail

and discussing with the CFO issues relating to its financial

statements, including issues relating to its estimates,

accruals and reserves. She meets quarterly with Ernst &

Young LLP to discuss financial statement and accounting

matters and annually signs a certificate for Hain Celestial

in connection with the certification process for the

Sarbanes-Oxley Act and a management representation

letter for Ernst & Young in connection with the firm’s audit

of the financial results of Hain Celestial (the financial

statements of which were audited in accordance with

generally accepted accounting principles). Ms. Davidson

regularly receives reports on the work of Hain Celestial’s

Risk Management and Global Response Committees,

whose oversight responsibilities include accounting risks

and internal controls. She has served on First Horizon’s

Audit Committee since 2019.

Ms. Palmer. The Board of Directors has determined that

Vicki R. Palmer (chair of the Audit Committee) is an audit

committee financial expert, as that term is defined in Item

407(d)(5) of SEC Regulation S-K. After receiving her B.A. in

economics and business administration from Rhodes

College and her M.B.A. in finance from The University of

Memphis, Ms. Palmer was employed as a commercial loan

officer with the Bank, where she was trained in and

worked daily in evaluating financial statements of

corporate clients in connection with their credit

applications. In 1978, she joined Federal Express

Corporation as Manager of Corporate Finance, and her

major areas of responsibility included debt financing, cash

management and pension asset management. Ms. Palmer

joined The Coca-Cola Company in 1983 as Manager of

Pension Investments, thus becoming responsible for the

company’s worldwide pension assets. Upon moving to

Coca-Cola Enterprises, Inc. (“CCE”) in 1986, she was

involved at the inception of the company with the

evaluation of company-wide financial results and the

establishment of internal controls. Until 2004, Ms. Palmer

served as Senior Vice President, Treasurer and Special

Assistant to the CEO. In this position, she was responsible

for management of CCE’s $12 billion multi-currency debt

portfolio; its $2.5 billion pension plan and 401(k) plan

investments; currency management; global cash

management; and commercial and investment banking

relationships. In 2004, she became Executive Vice

President, Financial Services and Administration,

responsible for overseeing treasury, pension and

retirement benefits, asset management, internal audit and

risk management. In this position she was a member of

CCE’s Risk Committee, which was charged with

establishing policy and internal controls for hedging and

financial and non-financial derivatives. In addition, she

served on CCE’s Senior Executive Committee and had

oversight responsibility for CCE’s enterprise-wide risk

assessment process. Ms. Palmer also served for over ten

years on CCE’s Financial Reporting Committee, which

reviewed the company’s financial statements and dealt

periodically with accounting issues, and in her most recent

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	21	2024 PROXY STATEMENT

position with CCE she supervised the treasurer who served

on this committee. Ms. Palmer retired as a CCE officer in

2009. She is currently the President of The Palmer Group,

LLC, a general consulting firm. She was a member of our

Audit Committee from 1995 to 1999 (chairing the

Committee from 1996 to 1999), and she again served as

chair from 2003 to 2014. She returned to the Committee

once again as chair in 2020. She is also a member of the

audit committee of another public company, Haverty

Furniture Companies Inc.; the board of Haverty has

determined that she is an audit committee financial

expert.

Mr. Barton, Ms. Davidson and Ms. Palmer meet in all

respects the independence requirements of the NYSE and

Section 10A(m)(3) of the Securities Exchange Act of 1934,

as amended, and the rules of the SEC promulgated

thereunder.

Notwithstanding anything to the contrary set forth in any of

our previous filings under the Securities Act of 1933, as

amended, or the Securities Exchange Act of 1934, as

amended, that might incorporate future filings by reference,

including this proxy statement, in whole or in part, the

following Audit Committee Report and the statements

regarding members of the Committee who are not

independent (if any) shall not be incorporated by reference

into any such filings.

Audit Committee Report

The roles of the Audit Committee (“Committee”) are (1) to

assist First Horizon’s Board of Directors in its oversight of

(a) the company’s accounting and financial reporting

principles and policies and internal controls and

procedures, (b) the integrity of its financial statements, (c)

its compliance with legal and regulatory requirements, (d)

the independent auditor’s qualifications and

independence, and (e) the performance of the

independent auditor and internal audit function; and (2)

to prepare this report to be included in First Horizon’s

annual proxy statement pursuant to the proxy rules of the

SEC. The Committee operates pursuant to a charter that

was last amended and restated by the Board in 2023. As

set forth in the Committee’s charter, management of First

Horizon is responsible for the preparation, presentation

and integrity of the company’s financial statements and

for maintaining appropriate accounting and financial

reporting principles and policies and internal controls and

procedures to provide for compliance with accounting

standards and applicable laws and regulations, and the

internal auditor is responsible for testing such internal

controls and procedures. The independent auditor is

responsible for planning and carrying out audits of First

Horizon’s annual financial statements and effectiveness of

internal control over financial reporting, reviews of First

Horizon’s quarterly financial statements prior to the filing

of each quarterly report on Form 10-Q and certain other

procedures.

In the performance of its oversight function, the

Committee has considered and discussed the audited

financial statements with management and the

independent auditors. The Committee has discussed with

the Chief Executive Officer and Chief Financial Officer their

respective certifications that were included in First

Horizon’s Annual Report on Form 10-K for the year ended

December 31, 2023. The Committee has also discussed

with the independent auditors the matters required to be

discussed by Auditing Standard No. 1301,

Communications with Audit Committees, issued by the

Public Company Accounting Oversight Board (formerly the

Statement on Auditing Standards No. 61, as amended

(AICPA, Professional Standards, Vol. 1. AU Section 380), as

adopted by the Public Company Accounting Oversight

Board in Rule 3200T). Finally, the Committee has received

the written disclosures and the letter (or other written

communication) from the independent auditors required

by applicable requirements of the Public Company

Accounting Oversight Board regarding the independent

accountant’s communications with the audit committee

concerning independence, has adopted an audit and non-

audit services pre-approval policy and considered whether

the provision of non-audit services by the independent

auditors to First Horizon is compatible with maintaining

the auditor’s independence and has discussed with the

auditors the auditors’ independence. At each of its regular

quarterly meetings, the Committee is scheduled to meet,

in separate executive sessions with no members of

management present, with both the independent auditors

and the internal auditor to discuss any matters that the

Committee in its discretion deems appropriate.

While the Board of Directors has determined that each

member of the Audit Committee has the broad level of

general financial experience required to serve on the

Committee and that Mr. Barton and Mses. Davidson and

Palmer are audit committee financial experts as that term

is defined in Item 407(d)(5) of Regulation S-K, none of the

members of the Committee is performing the functions of

auditors or accountants with respect to the company, nor

is any of them an expert in respect of auditor

independence. Members of the Committee rely without

independent verification on the information provided to

them and on the representations made by management

and the independent auditors. Accordingly, the

Committee’s oversight does not provide an independent

basis upon which to determine that management has

maintained appropriate accounting and financial reporting

principles or appropriate internal controls and procedures

designed to assure compliance with accounting standards

and applicable laws and regulations. Furthermore, the

Committee’s considerations and discussions referred to

above do not assure that the audit of First Horizon’s

financial statements has been carried out in accordance

with generally accepted auditing standards, that the

financial statements are presented in accordance with

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	22	2024 PROXY STATEMENT

generally accepted accounting principles or that First

Horizon’s auditors are in fact “independent.”

Based upon the reports and discussions described in this

report, and subject to the limitations on the role and

responsibilities of the Committee referred to above and in

the Committee’s charter, the Committee recommended to

the Board of Directors that the audited financial

statements be included in our Annual Report on Form 10-

K for the year ended December 31, 2023 filed with the

SEC.

Submitted by the Audit Committee of our Board of

Directors.

Audit Committee

Vicki R. Palmer, Chair

Harry V. Barton, Jr.

Velia Carboni

Wendy P. Davidson

J. Michael Kemp, Sr.

Cecelia D. Stewart

Rosa Sugrañes

Compensation Committee

In General

The purposes of the Compensation Committee are (1) to

discharge the Board’s responsibilities relating to the

compensation of our executive officers and members of

the CEO’s executive management committee, (2) to

produce an annual report on executive compensation for

inclusion in our proxy statement, in accordance with the

rules and regulations of the SEC [the current report is set

forth below], (3) to identify and recommend to the Board

individuals for appointment as officers, (4) to evaluate our

management, and (5) to carry out certain other duties as

set forth in the Committee’s charter. The Compensation

Committee operates under a written charter that was last

amended and restated by the Board of Directors in 2023

to delete obsolete references to Section 162(m) of the

Internal Revenue Code and to make minor updates.

All directors who served on the Committee during any

portion of 2023, including all current Committee

members, are independent as that term is defined in the

NYSE listing standards (described above) and meet the

additional independence requirements that specifically

apply to Compensation Committee members as set forth

in the listing standards (as prescribed by Section 10C of

the Securities Exchange Act of 1934, as amended, and the

rules of the SEC promulgated thereunder). In affirmatively

determining the independence of all of the current

directors (other than Mr. Jordan), including those who

serve on the Committee (as well as any director who

served on the Board during any portion of 2023), the

Board has considered all factors specifically relevant to

determining whether any of those directors has a

relationship to the company which is material to that

director’s ability to be independent from management in

connection with the duties of a Committee member,

including, but not limited to, the source of compensation

of such director, including any consulting, advisory or

other compensatory fee paid by the company to such

director, and whether such director is affiliated with First

Horizon, a subsidiary of First Horizon, or an affiliate of a

subsidiary of First Horizon.

Most of our executive compensation plans specify that

they will be administered by a committee. The

Committee’s charter provides that the Committee will

administer plan-committee functions under our various

executive-level compensation plans. Under the charter, at

least two members of the Committee must be “non-

employee directors” for purposes of Section 16 of the

Securities Exchange Act of 1934. Many of our plans have a

similar provision concerning their respective plan

committees. The charter stipulates that if a Committee

member is disqualified under this test, then that member

must recuse him- or herself from participating in decisions

impacted by the test. In that situation, the remaining

members would constitute the Committee for that action.

On occasion, in connection with a specific action, a

Committee member may feel that his or her qualification

under this test may be in doubt for some reason; in that

case, the member may elect recusal to avoid any risk of

possible disqualification.

Processes & Procedures Regarding Executive &

Director Compensation

The Committee’s Authority

The charter of the Compensation Committee provides that

the Committee has the authority to review and approve

corporate goals and objectives relevant to the

compensation of the CEO, to evaluate the performance of

the CEO in light of those goals and objectives, to set the

CEO’s compensation level based on this evaluation, and to

fix the compensation, including bonus and other

compensation and any severance or similar termination

payments, of executive officers and members of the CEO’s

executive management committee. The Committee also

has the authority, pursuant to its charter, to make

recommendations to the Board concerning the adoption

or amendment of employee benefit plans, management

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	23	2024 PROXY STATEMENT

compensation plans, incentive compensation plans and

equity-based plans, including plans applicable to executive

officers, and to make recommendations to the Board

concerning director compensation. The charter also

provides that the Committee will oversee the company’s

compliance with all applicable laws, regulations and listing

standards relating to (1) appropriate management of the

risks associated with incentive compensation programs or

arrangements, (2) the compensation of the company’s

executive officers and (3) any reporting associated with

either of the above or with the compensation of any other

associates or directors. The Committee may not delegate

any of the substantive authority described in this

paragraph related to executive and director compensation

to any other persons. In 2023, the Committee met five

times for the principal purpose of executing its

responsibilities under the Committee’s charter; two of the

meetings included an executive session during which

management was not present. The Committee also took

action by written consent three times during 2023.

Director Compensation

The Committee periodically conducts a review of our

director compensation program. The last comprehensive

review took place in mid-2020, following the close of our

merger of equals with IBKC. During each comprehensive

review, the design and amount of director compensation

is considered by management, and any changes are

recommended to the Committee, either as a short list of

alternatives or as single-item recommendations. In

general, management uses a consultant in formulating

many of its recommendations, both for advice in designing

director compensation and as a source of peer-company

data. (Additional information on the use of consultants in

compensation matters is provided below.) Management

also prepares various presentations, analyses, and other

tools for the Committee to use in considering director

compensation decisions. A complete description of our

current director compensation program can be found

under the heading Director Compensation beginning on

page 29 of this proxy statement.

Executive Compensation

The Committee determines the CEO’s salary and bonus in

executive session independent of management, generally

on an annual basis. That determination is based on a

review of the CEO’s personal plan results for the prior

year, along with peer CEO salary data provided by

management’s compensation consultant as well as input

from the Committee’s independent compensation

consultant. The CEO participates in establishing his

personal plan, but otherwise is not involved in the

determination of his own salary.

Our CEO recommends to the Committee salary levels for

the executive officers other than himself as well as for

members of the CEO’s executive management committee.

Other compensation matters (bonus, equity awards, etc.)

involving these officers are reviewed by management,

including the CEO, which then makes recommendations to

the Committee, either as a short list of alternatives or as

single-item recommendations. Management uses

consultants in formulating certain of its

recommendations, both for advice and as a source of

peer-company data. Management also prepares various

presentations, analyses, forecasts, and other tools for the

Committee to use in considering compensation decisions

during the year. The Committee’s independent consultant

reviews all major proposals and makes recommendations

to the Committee.

Benefit Programs and Plans

Management monitors and considers benefit programs

used by other companies, or needed within our company,

to attract and retain key associates. Recommendations are

presented by management to the Committee for review

and discussion. The CEO ultimately oversees these

management processes. New benefit plans, or significant

amendments to existing plans, typically are considered by

the full Board based on recommendations from the

Committee. Enrollment and other administrative actions

associated with the benefit plans are handled mainly

through third party vendors in accordance with the terms

in the Board-approved plans. If executive-level exceptions

are required for administration of the plans, such as

approval of an early retirement, management generally

reviews the facts of the situation and provides a

recommendation to the Committee for approval.

Use of Consultants

Management uses national compensation consulting firms

to provide advice with respect to executive and director

compensation matters. Management also uses a number

of other specialist firms to provide data relevant to

specific needs such as funding for nonqualified deferred

compensation and any special compensation

arrangements that are unique to specific business units.

The consultants provide competitive data/trends, keep

management informed of best practices and work with

management to develop programs that permit the

company to attract and retain the talent needed. In

addition, management engages nationally-recognized law

firms as appropriate to provide advice on compliance with

new laws, administration of stock plans, and

compensation-related agreements and arrangements.

In 2023, the Compensation Committee continued its

engagement of Meridian Compensation Partners, LLC

(“Meridian”) to provide it with independent analysis and

advice on executive compensation-related matters.

Among other things, Meridian assists the Committee in its

reviews of compensation program actions recommended

by management, reviewing the chosen peer group and

survey data for competitive comparisons and advising the

BOARD MATTERS


	24	2024 PROXY STATEMENT

Committee on best practices and ideas for board

governance of executive compensation. The Committee

specifically directed Meridian to undertake no work on

behalf of management, and the firm has no other

relationships with the company or management.

The NYSE listing standards require that all compensation

consultants, legal counsel or other advisers to the

Committee (which we collectively refer to as “advisers”)

undergo an assessment of independence from

management. The Committee must consider all factors

relevant to each adviser’s independence from

management, including the following:

• the provision of other services to the company by the

person that employs the adviser;

• the amount of fees received from the company by the

person that employs the adviser, as a percentage of

the total revenue of the person that employs the

adviser;

• the policies and procedures of the person that

employs the adviser that are designed to prevent

conflicts of interest;

• any business or personal relationship of the adviser

with a member of the Committee;

• any stock of the company owned by the adviser; and

• any business or personal relationship of the adviser or

the person employing the adviser with an executive

officer of the company.

The Committee has assessed the independence of

Meridian and all other advisers to the Committee as

required by the NYSE listing standards, considering the

factors described above, and has determined that

Meridian (and the individual advisers that Meridian

employs with respect to the engagement by the company)

is independent of management. The Committee has also

considered the factors listed above for determining

whether the work performed by Meridian has raised any

conflict of interest and has concluded that no such conflict

of interest exists.

Compensation Risk

Management and the Committee seek to balance several

competing corporate goals: to motivate associates to

achieve key goals through appropriate risk-taking; to avoid

incenting inappropriate risk-taking and to reinforce risk

management practices; to promote retention in the face

of efforts by competitors to hire away our talent; and to

comply with regulatory standards concerning

compensation and risk management. At least once each

year the Committee meets with management to review

and assess risks associated with incentive and other

compensation plans.

As part of this year's review, management conducted a

risk and culture assessment of all incentive plans

company-wide, and of the top three tiers of management.

The incentive plan assessment evaluated control

effectiveness and adherence to sound risk management

principles as well as regulatory expectations. The

assessment concluded that each incentive plan utilized

design and control features which resulted in a low level

of residual risk. The “tone from the top” assessment

evaluated leadership performance and behaviors against

risk management expectations, and sought to ensure

appropriate compensation adjustment or coaching for any

persons who failed to meet expectations. The results of

this assessment showed that substantially all leaders

adhered to risk management expectations, and those who

did not experienced appropriate consequences. All

assessment results were reported to the Committee in

early 2024.

Other risk management features employed in various

performance and retention incentives include a qualitative

risk assessment used in annual personal plan

performance, which can directly impact annual bonus and

salary decisions; use of a mandatory deferral feature for

many incentives; forfeiture of equity awards for

termination for cause and certain misconduct; clawback of

previously-paid awards for certain types of misconduct;

and corrective clawback for incentive awards if payment is

based on erroneous data.

Compensation Committee Report

Notwithstanding anything to the contrary set forth in any

of our previous filings under the Securities Act of 1933, as

amended, or the Securities Exchange Act of 1934, as

amended, that might incorporate future filings by

reference, including this proxy statement, in whole or in

part, the following Compensation Committee Report shall

not be incorporated by reference into any such filings.

The Compensation Committee of our Board of Directors

has reviewed and discussed with management, among

other things, the section of this proxy statement

captioned Compensation Discussion & Analysis beginning

on page 61. Based on that review and discussion, the

Compensation Committee recommended to our Board

that the Compensation Discussion & Analysis section be

included in this proxy statement.

Compensation Committee

Rick E. Maples, Chair

John N. Casbon

John W. Dietrich

Vicki R. Palmer

Colin V. Reed

BOARD MATTERS


	25	2024 PROXY STATEMENT

Executive Committee

The Executive Committee was established by our Board of

Directors and operates under a written charter. The

charter was last amended and restated in 2023 to add as a

specific duty the oversight of trust and other fiduciary

activities. During 2023, the Committee met eight times.

The Committee is authorized and empowered to exercise

during the intervals between meetings of the Board all

authority of the Board, except as prohibited by applicable

law and provided that it may not approve (1) the

acquisition of control of any bank; (2) other acquisitions,

divestitures or the entry into definitive agreements (not in

the ordinary course of business) where the purchase or

sale price or transaction amount exceeds $150 million, or

as to which the total assets being acquired are more than

$2 billion, or (3) FDIC-assisted transactions where the total

assets being offered by the FDIC exceed $2 billion. Also, no

authority has been delegated to the Committee in its

charter to approve any acquisition involving the issuance

of our stock.

Information Technology Committee

The Information Technology Committee operates under a

written charter that was last amended in 2021 to provide,

in keeping with the Committee's actual practice, that the

Committee generally meets four times yearly (and must

meet at least twice yearly). The purposes of the

Committee are (1) to assist management in its

understanding of information technology trends, its

development and maintenance of an information

technology strategy, and its management of major

information technology investments, and (2) to assist the

Board in its oversight of information technology matters.

The Committee met four times in 2023 for the principal

purpose of executing its responsibilities under its charter.

Nominating & Corporate Governance Committee

In General

The Nominating & Corporate Governance Committee

operates under a written charter that was last amended in

2021 to (1) add as a duty of the Committee oversight of

the company’s management of and commitment to ESG

matters and ESG reporting and (2) to provide, in keeping

with the Committee's actual practice, that the Committee

generally meets four times yearly (and must meet at least

twice yearly). The purposes of the Nominating &

Corporate Governance Committee are (1) to identify and

recommend to the Board individuals for nomination as

members of the Board and its committees, (2) to develop

and recommend to the Board a set of corporate

governance principles applicable to the company, (3) to

oversee the evaluation of the Board and management,

and (4) to perform such other duties and responsibilities

as set forth herein. The Committee met four times in

2023 for the principal purpose of executing its

responsibilities under its charter.

In the past, the Committee has from time to time retained

a director search firm to assist it in assessing Board

competencies and identifying potential director

candidates.

Director Nominations and Qualifications;

Consideration of Diversity

With respect to the nominating process, the Nominating &

Corporate Governance Committee discusses and

evaluates possible candidates in detail and suggests

individuals whose potential membership on the Board

could be explored in greater depth. The Committee, with

input from the Chairman of the Board, Chief Executive

Officer and the Lead Director, recommends new nominees

for the position of independent director based on the

following criteria:

• Personal qualities and characteristics, experience,

accomplishments and reputation in the business

community.

• Current knowledge and contacts in the communities

in which the company does business and in the

company’s industry or other industries relevant to the

company’s business.

• Diversity of viewpoints, background, experience and

other demographics.

• Ability and willingness to commit adequate time to

Board and committee matters.

• The fit of the individual’s skills and personality with

those of other directors and potential directors in

BOARD MATTERS


	26	2024 PROXY STATEMENT

building a Board that is effective and responsive to its

duties and responsibilities.

The Nominating & Corporate Governance Committee does

not set specific, minimum qualifications that nominees

must meet in order for the Committee to recommend

them to the Board of Directors, but rather believes that

each nominee should be evaluated based on his or her

individual merits, taking into account the needs of the

company and the composition of the Board of Directors.

As described above and set forth in our Corporate

Governance Guidelines, diversity, broadly defined to mean

diversity of viewpoints, background, experience and other

demographics, is one criterion on which the Committee

bases its recommendations of new nominees for director

positions. The inclusion of diversity in the listed criteria for

director nominees reflects the Board’s belief that diversity

is important to the effective functioning of the Board. This

belief is expressed in the fact that when the Committee

has engaged a director search firm in the past, that firm

was instructed to consider diversity as a factor in seeking

director candidates, and the Committee defined the

success of the search process to include the presentation

of a diverse slate of candidates. More generally, our

Human Rights Statement and Board-adopted Code of

Business Conduct and Ethics reflect First Horizon’s firm

commitment to non-discrimination and equal opportunity

for associates, clients and suppliers and to treatment of

everyone without discrimination or harassment based on

race, color, religion, sex, sexual orientation, gender

identity, national origin, age, veteran status or disability.

However, neither the Committee nor the Board has a

formal policy with regard to the consideration of diversity

in identifying director nominees.

Once a candidate is identified whom the Committee wants

seriously to consider and move toward nomination, the

Chairman, CEO and/or other directors as the Committee

determines will enter into a discussion with that

candidate.

Shareholder Recommendations and Nominations

Committee Consideration of Shareholder

Recommendations of Nominees

The Nominating & Corporate Governance Committee will

consider individuals recommended by shareholders as

director nominees and will give any such individual

appropriate consideration in the same manner as

individuals recommended by the Committee, a director or

executive officer, or a director search firm.

Shareholders who wish to submit individuals for

consideration by the Nominating & Corporate Governance

Committee as director nominees may do so by submitting,

in compliance with the procedures and along with the

other information required by our Bylaws (as described

below), a notice in writing that gives such individuals’

names to the Corporate Secretary. A shareholder’s notice

must state:

• The name, age, business address and residence

address of the person whom the shareholder

recommends; the principal occupation or

employment of such person; the class and number of

shares of First Horizon that are beneficially owned (as

defined in the Bylaws) by such person on the date of

the notice;

• any other information relating to such person that is

required to be disclosed in solicitations of proxies for

election of directors or is otherwise required, in each

case pursuant to Regulation 14A under the Securities

Exchange Act of 1934, as amended (including, without

limitation, such person’s written consent to being

named in the proxy statement as a nominee and to

serving as a director if elected);

• The name and address, as they appear on our books,

of the shareholder giving the notice and any other

shareholders known by such shareholder to be

supporting the proposed nominee;

• The class and number of shares of our stock which are

beneficially owned (as defined in the Bylaws) by the

shareholder giving the notice on the date of the

notice and by any other shareholders known by the

shareholder giving the notice to be supporting the

proposed nominee on the date of such shareholder’s

notice; and

• Such other information as the company may

reasonably require to determine the eligibility of the

proposed nominee to serve as an independent

director of the company and to comply with

applicable law.

Director Nominations for Inclusion in our Proxy

Statement (Proxy Access)

First Horizon has adopted a proxy access bylaw that allows

a shareholder or group of up to 20 shareholders that has

held at least 3% of our common stock for at least three

years to nominate up to the greater of two directors or

20% of the Board and have those nominees appear in our

proxy statement, subject to notice, eligibility and other

specific requirements in our Bylaws. Any shareholder

considering a proxy access nomination should carefully

review our Bylaws, which are available on our website at

https://ir.firsthorizon.com (click on “Investor Relations,”

then “Corporate Governance,” and then “Governance

Documents”). The deadlines for a proxy access nomination

are discussed on page 103 of this proxy statement.

BOARD MATTERS


	27	2024 PROXY STATEMENT

Other Director Nominations to be Brought before the

Annual Meeting

Any shareholder who is entitled to vote in the election of

directors at any meeting of shareholders and who

complies with the procedures described in our Bylaws may

nominate an individual for election to the Board of

Directors. A shareholder who wishes to nominate an

individual in accordance with those procedures must

submit a notice in writing to the Corporate Secretary. The

notice must provide detailed information about the

nominee (including but not limited to information relating

to the nominee that is required to be disclosed in

solicitations of proxies for election of directors or is

otherwise required pursuant to Regulation 14A under the

Securities Exchange Act of 1934, as amended) and about

the shareholder giving the notice, all as described in detail

in the Bylaws. Our Bylaws are available on our website at

https://ir.firsthorizon.com (click on “Investor Relations,”

then “Corporate Governance,” and then “Governance

Documents”). If a shareholder desires to nominate an

individual in accordance with the procedures outlined

above and wants the individual's name to be included on a

universal proxy card, the notice must include, in addition

to the information set forth above, the information

required by Rule 14a-19(b)(2) and Rule 14a-19(b)(3) under

the Securities Exchange Act of 1934, as amended. The

deadlines for submitting notice to the Corporate Secretary

for proposals and nominations for the 2025 Annual

Meeting are available on page 103 of this proxy

statement.

Risk Committee

The Risk Committee operates under a written charter that

was last amended in 2023 to clarify that its duty to review

regulatory correspondence and actions includes review of

regulatory reports as well and that copies of the full

reports are provided to the Board for discussion at the

Board meetings.

In accordance with Federal Reserve regulations requiring

banking organizations with assets greater than $50 billion

to establish an independent risk committee of the board

of directors, the Committee has, as its sole and exclusive

function, responsibility for the risk management policies

of the organization’s global operations and oversight of

the organization’s risk management framework.

Additional information on the Committee’s risk-related

duties is available under Risk Committee within the Board

Structure & Role in Risk Oversight section, which begins on

page 17 above. The Committee met eight times in 2023

and took action by written consent once, in every case for

the principal purpose of executing its responsibilities

under its charter.

Compensation Committee Interlocks & Insider Participation

E. Stewart Shea, III (who stepped down as a director on

October 16, 2023), Messrs. Casbon, Maples, and Reed,

and Ms. Palmer, all non-employee directors, served as

members of the Board of Director’s Compensation

Committee during 2023. No interlocking relationships

existed with respect to any of the members of the

Committee.

Director Meeting Attendance

During 2023, the Board of Directors held nine meetings

(three of which took place over a period of two days) and

took action by written consent seven times. The Audit

Committee held twelve meetings, the Compensation

Committee held five meetings and took action by written

consent three times, the Executive Committee held eight

meetings, the Information Technology Committee held

four meetings, the Nominating & Corporate Governance

Committee held four meetings, and the Risk Committee

held eight meetings and took action by written consent

once. The average attendance at Board and committee

meetings by our incumbent directors exceeded 96

percent. No incumbent director attended fewer than 75

percent of the meetings of the Board and the committees

of the Board on which he or she served during 2023. As

set forth in our Corporate Governance Guidelines, we

expect our directors to make every effort to attend every

meeting of our shareholders. For the last 10 years, all of

our directors have been in attendance at every annual

meeting of shareholders, except for one director in 2014,

one director in 2022 and one director in 2023.

BOARD MATTERS


	28	2024 PROXY STATEMENT

Executive Sessions of the Board

To ensure free and open discussion and communication

among the non-management directors of the Board and

its committees, our Corporate Governance Guidelines

provide that the non-management directors will meet in

regularly scheduled executive sessions and as often as the

Board shall request, with no members of management

present, and that if any non-management directors are

not independent under the NYSE listing standards, the

independent, non-management directors will meet in

executive session at least once a year. During 2023, these

standards for executive sessions were met by our Board.

The Lead Director presides (or, if he cannot be in

attendance, designates another independent director to

preside) at the executive sessions of the Board.

Communication with the Board

A shareholder who desires to communicate with the

Board of Directors (other than to nominate a director

pursuant to our Bylaws or recommend the nomination of

a director to the Nominating & Corporate Governance

Committee) should submit his or her communication in

writing to the Lead Director, c/o Corporate Secretary, First

Horizon Corporation, 165 Madison Avenue, Memphis,

Tennessee 38103, and identify himself or herself as a

shareholder. The Corporate Secretary will forward all such

communications to the Lead Director for a determination

as to how to proceed. Other interested parties desiring to

communicate with the Board of Directors should submit

their communications in the same manner.

Director Compensation

Directors in 2023

Fifteen directors currently serve on our Board. Only

fourteen served during 2023, and two of those served only

part of the year. One of our directors, D. Bryan Jordan (our

Chairman and Chief Executive Officer), is an officer and

employee; he is not separately compensated as a director

and is excluded from this Director Compensation

discussion. Our fourteen non-employee directors who

served during part or all of 2023 are:

Table DC.1

Non-Employee Directors 2023


Harry V. Barton, Jr.	Wm. H. Fenstermaker	Colin V. Reed
Velia Carboni	J. Michael Kemp, Sr.	E. Stewart Shea, III
John N. Casbon	Rick E. Maples	Cecelia D. Stewart
John C. Compton	Vicki R. Palmer	Rosa Sugrañes
Wendy P. Davidson		R. Eugene Taylor

Mr. Shea retired in October 2023. Ms. Carboni, currently

serving on our Board and a nominee for re-election, was

first elected in October. John W. Dietrich, currently serving

and a nominee for re-election, was first elected to our

Board on January 22, 2024; he received no compensation

during 2023 and is not discussed in this section. Also, Mr.

Casbon and Mr. Fenstermaker, currently serving on our

Board, will retire at the annual meeting and are not

nominees for re-election.

Background information concerning each of our nominees

for director is provided in the discussion captioned

Nominees for Election under vote item 1 beginning on

page 36.

Mr. Jordan was paid during 2023 as an officer, but was not

paid for Board service. No director program discussed in

this Director Compensation discussion applies to him. No

other director or retired director mentioned in this Proxy

Statement is an employee of ours. For information

concerning the compensation of Mr. Jordan, see

Compensation Discussion & Analysis (CD&A), Recent

Compensation, and Post-Employment Compensation

beginning on pages 61, 78, and 86, respectively.

BOARD MATTERS


	29	2024 PROXY STATEMENT

Director Programs

Non-employee director compensation falls into two

categories: base retainer and additional retainers. Base

retainer is paid in two parts: a cash retainer, paid in

quarterly installments; and an RSU retainer, granted in

late April or early May following the annual meeting of

shareholders. Additional cash retainers are paid for

particular assignments, such as lead director or Audit

Committee chair. Each director may elect to be paid

retainer amounts in the form of additional RSUs instead of

cash, granted at the same time as base RSUs. The pay year

for our directors starts April 1 and ends March 31, roughly

synchronous with our annual meeting cycle. Director pay

levels for the 2023-2024 cycle are shown in table DC.2:

Table DC.2

Annual Director Compensation Rates


Item	Ann. Amt.
Base Retainer – cash portion:	$80,000
Base Retainer – RSU portion:	$122,000
Additional Retainers (all cash):
Lead director	$50,000
Chair – Audit	$32,000
Chair – Executive / Risk	$50,000
Chair – other committee	$20,000
Non-Chair Service – Audit	$10,000
Non-Chair Service – Executive / Risk	$10,000

In 2022 the Executive & Risk Committee was split into

separate committees. Directors receive only one

additional retainer if they serve on both the Executive

Committee and the Risk Committee.

Director pay levels generally are considered for

adjustment every three years. Director pay levels were not

changed during 2023. The last adjustment was in July

2020 following the expansion of the Board to 17 persons

after we closed our merger of equals with IBKC.

Non-employee directors may serve as members of our

Bank’s regional boards and may be paid, as additional

Board compensation, cash attendance fees up to $500 per

regional board meeting. In addition, directors may receive

the following benefits: a personal account executive, a no

fee personal checking account for the director and his or

her spouse, a debit card, a no-fee VISA card, no fee for a

safe deposit box, no fee for traveler’s checks and cashier’s

checks, use of tickets for marketing and other business

events up to $5,000 in value annually, and, subject to

certain restrictions and limitations, the repurchase of

shares of our common stock under a Board-approved

repurchase program with no fees or commissions.

Directors may participate in a charitable gift matching

program up to $25,000 per year.

Several directors have nonqualified deferred

compensation accounts that earn interest or returns

indexed to the performance of certain mutual funds

selected by the director.

Prior to 2006, directors could receive long-duration stock

options in lieu of fees under certain deferral plans. The

last of those options held by a current director expired in

January 2024.

From 1985 to 1995, directors could defer fees and receive

an accrual of interest at rates ranging from 17-22 percent

annually. Although new deferrals under that old plan have

not been permitted since 1995, interest continues to

accrue on outstanding accounts. The rate is re-set

annually. For many years, the rate has been set at seven

percentage points above a benchmark rate. For the 2023

plan year, the interest rate was 10.77% for Ms. Palmer,

who is the only active participant. For 2024, the rate

increased to 12.04%, corresponding to an increase in the

benchmark rate. The plan continues to promote retention

since the above-market rates of return can be largely

forfeited in a case of early departure from Board service.

DIRECTOR COMPENSATION


	30	2024 PROXY STATEMENT

Director Compensation Table

Table DC.3 shows compensation earned last year by non-employee directors, whether or not deferred. Directors who were on

our board at any time during 2023 are shown, whether or not they are nominated for election at the 2024 annual meeting.

Table DC.3

Director Compensation 2023


(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)
Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value & Non- qualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Mr. Barton	22,500	195,672	—	—	—	25,000	243,172
Ms. Carboni 1	2,500	98,562	—	—	—	—	101,062
Mr. Casbon	90,000	112,601	—	—	—	—	202,601
Mr. Compton	82,500	112,601	—	—	—	25,000	220,101
Ms. Davidson	—	195,672	—	—	—	25,000	220,672
Mr. Fenstermaker	130,000	112,601	—	—	—	—	242,601
Mr. Kemp	90,000	112,601	—	—	—	—	202,601
Mr. Maples	27,500	214,129	—	—	—	—	241,629
Ms. Palmer	122,000	112,601	—	—	17,140	—	251,741
Mr. Reed	105,000	144,901	—	—	—	25,000	274,901
Mr. Shea 2	60,000	112,601	—	—	—	25,000	197,601
Ms. Stewart	82,500	112,601	—	—	—	3,750	198,851
Ms. Sugrañes	90,000	112,601	—	—	—	—	202,601
Mr. Taylor	90,000	112,601	—	—	—	—	202,601

1 First elected October 2023.

2 Retired October 2023. The stock awards shown in column (c) were forfeited at retirement as provided by their terms.

Explanations of certain columns follow:

Col (c) Stock Awards. Includes RSUs granted to non-

employee directors during calendar 2023. Amounts shown

are the grant date fair values of awards using the

accounting method applicable to our financial statements.

For additional information about valuation, see the note

for columns (e)-(f) to the Summary Compensation Table;

discussion of that table begins on page 78. Additional

information about outstanding awards appears under the

caption Outstanding Director Equity Awards at Year-End

below.

Col (e) Incentive Plan Compensation. Non-employee

directors do not receive cash incentives.

Col (f) Deferred Compensation. Amount consists of above-

market interest accrued during the year under a plan

discontinued in 1995.

Col (g) All Other Compensation. For non-employee

directors, amounts in this column consist of matching

donations to eligible charitable organizations by First

Horizon Foundation and cash attendance fees from

regional board meetings.

DIRECTOR COMPENSATION


	31	2024 PROXY STATEMENT

Awards Outstanding at Year-End

All non-employee directors receive annual RSU awards,

and one holds option awards from an old deferral

program, as presented in Table DC.4. All options are

vested. All other awards shown were unvested at year-

end. Awards held by Mr. Jordan are omitted from the

table; see Awards Outstanding at Year-End beginning on

page 83 for information about his awards.

Table DC.4

Outstanding Equity Awards at Year-End 2023 Held by Non-Employee Directors


(a)	(b)	(c)	(d)	(e)	(f)
	Stock Options			Restricted Stock or Unit Awards
Name	Number of Securities Underlying Unexercised Options (#)	Option Exercise Price ($/sh)	Option Expiration Date	Number of Shares or Units of Stock Held that Have Not Vested (#)	Market Value of Shares or Units of Stock that Have Not Vested ($)
Mr. Barton	—	—	—	12,086	171,138
Ms. Carboni 1	—	—	—	9,369	132,665
Mr. Casbon	—	—	—	6,955	98,483
Mr. Compton	—	—	—	6,955	98,483
Ms. Davidson	—	—	—	12,086	171,138
Mr. Fenstermaker	—	—	—	6,955	98,483
Mr. Kemp	—	—	—	6,955	98,483
Mr. Maples	—	—	—	13,226	187,280
Ms. Palmer	2,028	18.24	1/2/2024	6,955	98,483
Mr. Reed	—	—	—	8,950	126,732
Mr. Shea 2	—	—	—	—	—
Ms. Stewart	—	—	—	6,955	98,483
Ms. Sugrañes	—	—	—	6,955	98,483
Mr. Taylor	—	—	—	6,955	98,483

1 First elected to the Board in October 2023.

2 Unvested awards held by Mr. Shea forfeited upon his retirement in October, 2023, as provided by their terms.

Explanations of certain columns follow:

Cols (b)/(c) Stock Options. Stock options include

adjustments for stock dividends distributed from

2008-2011, the cumulative compound rate of which was

20.0380%.

Col (e) RSUs & RS. Awards held by non-employee directors

are RSUs that will vest on April 22, 2024, except that Ms.

Carboni's RSUs will vest one year after grant.

Col (f) RSU & RS Values. Values are based on the year-end

market price of our common stock ($14.16/share) with no

discount for the risk that the award might be forfeited or

for the time remaining before vesting. Values shown here

are not based on financial accounting assumptions or

methods.

DIRECTOR COMPENSATION


	32	2024 PROXY STATEMENT

Director Awards Exercised & Vested

Table DC.5 provides information about stock options

exercised during 2023 by our non-employee directors as

well as RSUs that vested during 2023. Amounts in columns

exercise or vesting dates. Information for Mr. Jordan is

omitted from this table; see Awards Exercised & Vested

beginning on page 84 for information about his awards.

Ms. Carboni had no awards vest in 2023 and is omitted

from Table DC.5.

Table DC.5

Director Options Exercised & Stock Awards Vested During 2023


(a)	(b)	(c)	(d)	(e)
	Option Awards		Stock Awards
Name	Number of Shares Acquired on Exercise (#)	Value Realized upon Exercise ($)	Number of Shares Acquired or Units Paid on Vesting (#)	Value Realized upon Vesting ($)
Mr. Barton	—	—	5,391	98,763
Mr. Casbon	—	—	5,391	98,763
Mr. Compton	—	—	10,251	187,798
Ms. Davidson	—	—	9,368	171,622
Mr. Fenstermaker	—	—	5,391	98,763
Mr. Kemp	—	—	5,391	98,763
Mr. Maples	—	—	5,391	98,763
Ms. Palmer	—	—	5,391	98,763
Mr. Reed	—	—	6,937	127,086
Mr. Shea	—	—	5,391	98,763
Ms. Stewart	—	—	10,251	187,798
Ms. Sugrañes	—	—	5,391	98,763
Mr. Taylor	—	—	5,391	98,763

Stock Ownership Information

As of December 31, 2023, there were 8,712 shareholders

of record of our common stock. To our knowledge, there

were three persons who owned beneficially, as that term

is defined by Rule 13d-3 of the Securities Exchange Act of

1934, more than five percent (5%) of our common stock as

of December 31, 2023. Certain information concerning

beneficial ownership of our common stock by those

persons as of December 31, 2023, is set forth in the

following table:

Security Ownership by

Certain Beneficial Owners


Name and Address* of Beneficial Owner	Amount & Nature* of Beneficial Ownership	Percent of Class
BlackRock, Inc	57,759,301	10.30%
State Street Corporation	29,021,135	5.19%
The Vanguard Group, Inc	56,946,272	10.19%

*Addresses and information on nature of beneficial ownership appear in

the text below.

BlackRock. The information in the table above with

respect to BlackRock is based on information set forth in

Amendment No. 15 to Schedule 13G, filed with the

Securities and Exchange Commission on January 24, 2024,

by BlackRock, Inc. on behalf of its subsidiaries BlackRock

DIRECTOR COMPENSATION


	33	2024 PROXY STATEMENT

Life Limited, Aperio Group, LLC, BlackRock Advisors, LLC,

BlackRock (Netherlands) B.V., BlackRock Fund Advisors,

BlackRock Institutional Trust Company, National

Association, BlackRock Asset Management Ireland

Limited, BlackRock Financial Management, Inc., BlackRock

Japan Co., Ltd., BlackRock Asset Management Schweiz

AG, BlackRock Investment Management, LLC, BlackRock

Investment Management (UK) Limited, BlackRock Asset

Management Canada Limited, BlackRock Asset

Management Deutschland AG, BlackRock Investment

Management (Australia) Limited, BlackRock Advisors (UK)

Limited, BlackRock Fund Managers Ltd, 55 East 52nd

Street, New York, NY 10055. According to this amendment

to Schedule 13G, BlackRock has sole voting power with

respect to 55,819,757 shares of our common stock and

sole dispositive power with respect to 57,759,301 shares

of our common stock.

State Street. The information in the table above with

respect to State Street is based on information set forth in

Schedule 13G/A, filed with the Securities and Exchange

Commission on January 24, 2024, by State Street

Corporation on behalf of its subsidiaries SSGA Funds

Management, Inc., State Street Global Advisors Europe

Limited, State Street Global Advisors Limited, State Street

Global Advisors Trust Company, State Street Global

Advisors, Australia, Limited, State Street Global Advisors

Asia Limited, and State Street Global Advisors, LTD., State

Street Financial Center, 1 Congress Street, Suite 1, Boston,

MA 02114-2016. According to this amended Schedule

13G, State Street has shared voting power with respect to

3,197,573 shares of our common stock and shared

dispositive power with respect to 29,021,13 shares of our

common stock.

Vanguard. The information in the table above with

respect to The Vanguard Group, Inc. (“Vanguard”) is based

on information set forth in Amendment No. 13 to

Schedule 13G, filed with the Securities and Exchange

Commission on February 13, 2024, by Vanguard, 100

Vanguard Boulevard, Malvern, Pennsylvania 19355.

According to this Schedule 13G, Vanguard has shared

voting power with respect to 250,922 shares of our

common stock, shared dispositive power with respect to

846,628 shares of our common stock and sole dispositive

power with respect to 56,099,644 shares of our common

stock.

The table below sets forth certain information concerning

beneficial ownership of our common stock by each

director and nominee, each executive officer named in the

Summary Compensation Table, and the directors and

executive officers as a group. The information in the table

is as of December 31, 2023, except as otherwise noted in

the notes to the table.

Security Ownership by

Management


Name of Beneficial Owner	Amount & Nature of Beneficial Ownership(1)		Percent of Class
Harry V. Barton, Jr.	155,340		*
Velia M. Carboni	—		*
John N. Casbon	106,593		*
John C. Compton	123,414		*
Wendy P. Davidson	53,386		*
John W. Dietrich	—		*
Hope Dmuchowski	—	(3)	*
William H. Fenstermaker	369,744	(4)	*
D. Bryan Jordan	1,538,486	(3)	*
J. Michael Kemp, Sr.	32,686		*
Tammy S. LoCascio	60,646	(3)	*
Rick E. Maples	76,162		*
Vicki R. Palmer	90,723	(2)	*
David T. Popwell	391,945	(3)	*
Colin V. Reed	180,099		*
Anthony J. Restel	340,007	(3)	*
Cecelia D. Stewart	58,696		*
Rosa Sugrañes	40,134		*
R. Eugene Taylor	598,446		*
Directors & Executive Officers as a Group (23 persons)(5)	4,850,331	(3)	0.87%

* No current individual director, nominee or executive officer

beneficially owns more than one percent (1%) of our outstanding

common stock or depositary shares.

(1)The respective directors, nominees and officers have

sole voting and investment powers with respect to all

of such shares except as specified in notes (2) and (3).

(2)Includes the following shares as to which the named

non-employee director has the right to acquire

beneficial ownership through the exercise of stock

options granted under our director plans, all of which

are 100% vested or will have vested within 60 days of

December 31, 2023: Ms. Palmer—2,028.

(3)Includes the following shares as to which the named

person or group has the right to acquire beneficial

ownership through the exercise of stock options

granted under our stock option plans, all of which are

100% vested or will have vested within 60 days of

December 31, 2023: Ms. Dmuchowski—0; Mr. Jordan

—442,251; Ms. LoCascio--8,089; Mr. Popwell—

25,242; Mr. Restel—8,182; and the director and

executive officer group—574,125. Also includes

shares held at December 31, 2023, in 401(k) Savings

STOCK OWNERSHIP INFORMATION


	34	2024 PROXY STATEMENT

Plan accounts. Includes no shares of restricted stock

with respect to any named person or group.

(4)Includes 369,744 shares pledged by Mr. Fenstermaker

on a loan from an unaffiliated party.

No current director or executive officer beneficially owns

any of the depositary shares, each representing a

1/4000th interest in a share of non-cumulative perpetual

preferred stock, Series E and F, issued by First Horizon or

any of the depositary shares, each representing a 1/400th

interest in a share of non-cumulative perpetual preferred

stock, Series B, C and D, respectively, issued by First

Horizon, except for Mr. Restel, who owns 3,050 depositary

shares representing interests in shares of our Series C

non-cumulative perpetual preferred stock.

Policies on Insider Trading and Hedging

As part of our commitment to high standards of ethical

business conduct and compliance with applicable laws,

rules and regulations, First Horizon has adopted an Inside

Information Policy and related procedures governing the

purchase, sale, and/or other dispositions of our securities

by directors, officers and associates, or First Horizon itself,

that we believe are reasonably designed to promote

compliance with insider trading laws, rules and

regulations, and the NYSE listing standards. Copies of the

Inside Information Policy and the related procedures are

listed as Exhibits 19.1 and 19.2 to our annual report on

Form 10-K for the year ended December 31, 2023.

First Horizon also has a policy that prohibits all “pre-

clearance persons” from engaging in any activity that

hedges an economic interest in First Horizon or Bank

stock, unless approved by the CEO or General Counsel, or

a designee, in accordance with the policy. To date, no such

approval has been granted. For this purpose, a hedge

includes any transaction, position, or financial instrument

which offsets or ameliorates any decrease in the market

value of First Horizon or Bank stock beneficially owned by

the pre-clearance person, including any shares owned

directly or indirectly as well as any unvested, deferred, or

otherwise restricted stock-based awards. “Pre-clearance

persons” consist of all executive officers, all First Horizon

and Bank directors, all members of the CEO’s executive

management committee, and certain additional

associates.

When a person first becomes a pre-clearance person, he

or she is required to inform the General Counsel of all

derivative and short holdings, including any position that

would constitute a hedge, which would violate the policy

or the procedures if undertaken while the person has pre-

clearance person status. Each pre-clearance person

further is required to pre-clear any change in his or her

derivative and short holdings from time to time other than

a change caused by expiration due solely to the passage of

time.

STOCK OWNERSHIP INFORMATION


	35	2024 PROXY STATEMENT

Vote Item 1—Election of Directors

Board Composition & Processes

Overview

First Horizon's Bylaws provide that the Board of Directors,

by the affirmative vote of a majority of the entire Board,

may change the number of directors that will comprise

the Board. Pursuant to this provision of the Bylaws, the

Board of Directors has set the size of the Board at 15

members until directors are elected at the 2024 annual

meeting of shareholders; after that election, the Board of

Directors will consist of 13 members. The Board is

proposing for election 13 of our 15 current directors,

Messrs. Barton, Compton, Dietrich, Jordan, Kemp, Maples,

Reed, and Taylor and Mses. Carboni, Davidson, Palmer,

Stewart, and Sugrañes, at the 2024 annual meeting, to

hold office until the 2025 annual meeting of shareholders

and until their successors are duly elected and qualified.

Messrs. Casbon and Fenstermaker, who are currently

serving as directors, will retire and will not stand for re-

election at the annual meeting of shareholders. Ms.

Carboni was elected by the Board of Directors in October

2023; she was recommended for a position on our board

by our CEO and an independent, non-management

director. Mr. Dietrich was elected by the Board of

Directors in January 2024; he was recommended for a

position on our Board by several former independent,

non-management First Horizon directors.

If any nominee proposed by the Board of Directors is

unable to accept election (which the Board of Directors

has no reason to anticipate) the persons named in the

enclosed form of proxy will vote for the election of such

other persons as directed by the Board pursuant to the

Bylaws, unless the Board decides to reduce the number of

directors pursuant to the Bylaws.

Director Resignation and Retirement Policies

Director Resignation Policy

Our Board has adopted a director resignation policy that

requires a director who does not, in an uncontested

election, receive the affirmative vote of a majority of the

votes cast with respect to his or her election to tender his

or her resignation. Under the policy, the Nominating &

Corporate Governance Committee must promptly

consider the resignation tender and a range of possible

responses and make a recommendation to the Board. The

Board will act on the Nominating & Corporate Governance

Committee’s recommendation within 90 days following

certification of the shareholder vote. Thereafter, the

Board will promptly disclose its decision regarding

whether to accept the director’s resignation tender,

including an explanation of the decision (or the reason(s)

for rejecting the resignation offer, if applicable), in a Form

8-K (or other appropriate report) filed with or furnished to

the Securities and Exchange Commission. If any director’s

tender of resignation under the policy is not accepted by

the Board, such director will serve until the next annual

meeting of shareholders and until his or her successor has

been duly elected and qualified. Any director who tenders

his or her resignation pursuant to the director resignation

policy shall not participate in the Nominating & Corporate

Governance Committee recommendation or Board action

regarding whether to accept the tender of resignation. If a

majority of the members of the Nominating & Corporate

Governance Committee did not receive the affirmative

vote of a majority of the votes cast at the same election,

then all the directors who are “independent” under the

listing standards of the New York Stock Exchange and who

received the affirmative vote of a majority of the votes

cast shall appoint a committee amongst themselves to

consider the resignation tenders and recommend to the

Board whether to accept them. This committee may, but

need not, consist of all of the independent directors who

received the affirmative vote of a majority of the votes

cast. The director resignation policy is contained in our

Corporate Governance Guidelines, which are available on

our website at https://ir.firsthorizon.com (click on

“Investor Relations,” then “Corporate Governance,” and

then “Governance Documents”).

Our Bylaws also provide that any director who has a major

change in his or her principal position (other than by a

promotion) must tender a resignation for consideration by

the Board. The Board will accept unless it determines that

(i) the director has assumed another position in which he

or she continues to be actively engaged as a business or

professional person, (ii) the director is engaged in a

specific project for the Board so as to make his or her

resignation detrimental to First Horizon, or (iii) it is

beneficial to the Board and in the best interests of the

company for the director to continue to serve.

VOTE ITEM 1—ELECTION OF DIRECTORS


	36	2024 PROXY STATEMENT

Director Retirement Policy

Under our Bylaws, any non-employee director who

reaches age 72 on or before the last day of his or her term

must retire from the Board of Directors at the expiration

of such term. Notwithstanding the foregoing, each year

the Board in the exercise of its discretion may waive this

age limit for any director for up to an additional three

terms if it determines such waiver to be beneficial to the

Board and in the best interests of First Horizon. Note,

however, that under the merger agreement with IBKC, the

retirement provisions outlined above did not apply to

Messrs. Barton, Casbon, Compton, Fenstermaker, Jordan,

Kemp, Maples, Reed, or Taylor or Mses. Davidson, Palmer,

Stewart, or Sugrañes during the three-year period from

the closing of the merger on July 1, 2020 until July 1, 2023.

Candidate Nominations Process

The Board and the Nominating & Corporate Governance

Committee regularly assess the composition of the Board

as a whole and the contributions of each director. The

Nominating & Corporate Governance Committee’s charter

assigns to that Committee the duty to identify individuals

believed to be qualified to become Board members and to

recommend to the Board the individuals to stand for

election or reelection as directors. In nominating

candidates, the Committee may take into consideration

such factors as it deems appropriate, including personal

qualities and characteristics, experience, accomplishments

and reputation in the business community; current

knowledge and contacts in the communities in which the

company does business and in the company’s industry or

other industries relevant to the company’s business;

diversity of viewpoints, background, experience and other

demographics; ability and willingness to commit adequate

time to Board and committee matters; and the fit of the

individual’s skills and personality with those of other

directors and potential directors in building a Board that is

effective and responsive to its duties and responsibilities

and the needs of the company.

Assessment of Board Composition

At each of its regularly scheduled meetings, the

Nominating & Corporate Governance Committee reviews

the composition of the Board as a whole, considering the

mix of skills and experience that directors bring to the

Board, and evaluates Board composition in light of the

company’s then-current business needs as well as

applicable legal, regulatory and NYSE requirements.

Among the areas considered by the Committee are each

director’s independence under the NYSE listing standards

and other applicable laws and regulations; experience,

including experience as a public company officer or

director; primary area of business expertise; geographical

markets experience; and projected retirement date. In

accordance with the requirements of Tennessee banking

law and regulations, the Committee also considers the

proportion of directors who reside either in states in

which the Bank has a main or branch office or within 100

miles of the location of any branch. In light of this review,

the Committee assesses whether the Board has the

necessary tools to perform its oversight functions

effectively and recommends, as appropriate, new

nominees for consideration by the Board. The Board's

annual self-evaluation (described in the next section)

includes an evaluation of whether Board members have

an appropriately broad and diverse range of experience

and whether committee members have the right

expertise, background and skills to be effective and

responsive to their duties and responsibilities as

committee members.

Board and Committee Self-Evaluations; Individual Director Evaluations

The Board, with oversight provided by the Nominating &

Corporate Governance Committee, conducts a self-

evaluation at least annually to determine whether it is

functioning effectively. Each committee of the Board,

under the oversight of the Nominating & Corporate

Governance Committee, also conducts a self-evaluation at

least annually and reports the results to the Board. Each

committee’s evaluation must compare the performance of

the committee with the requirements of its written

charter, if any.

The Nominating & Corporate Governance Committee also

conducts annual individual director evaluations. To

facilitate these evaluations, the Board has adopted a

Statement of Expectations of Directors. The Statement of

Expectations contains specific activities and conduct each

director should engage in or adhere to and includes

consideration of each director’s background, expertise

and skills. The Statement of Expectations is provided to

each new director at the time of orientation and to all

directors once a year. Each year, the Nominating &

Corporate Governance Committee conducts evaluations

VOTE ITEM 1—ELECTION OF DIRECTORS


	37	2024 PROXY STATEMENT

against the Statement of Expectations of the performance

of each non-employee director who has been serving for

at least six months (as of the time of the evaluations) prior

to determining whether to recommend him or her to the

Board for renomination.

At least every three years (or as otherwise determined by

the Nominating & Corporate Governance Committee), the

company engages a third party to conduct individual

director assessments and to provide advice and reports on

how individual directors and the Board can improve.

These assessments may include both director self-

assessments and peer assessments. In the years in which

a third party conducts such assessments, no evaluation of

individual directors against the Statement of Expectations

(as described above) will be conducted unless otherwise

determined by the chair of the Nominating & Corporate

Governance Committee.

Board Experiences, Qualifications, Attributes and Skills

Our Board selected our 13 director nominees based on the

belief that each one possesses significant experience and

expertise that will serve First Horizon well. The breadth of

their expertise and their mix of attributes is reflected in

the chart and matrix below. See the matrix for a

description of each of the categories of skills. Following

the matrix is a biographical summary for each nominee of

the particular experiences, qualifications, attributes or

skills that led the Board to conclude that he or she should

serve as a director of First Horizon, as well as the age,

current principal occupation (which has continued for at

least five years unless otherwise indicated), name and

principal business of the organization in which his or her

occupation is carried on, directorships in other reporting

companies (including those held in the past but not

currently held), and year first elected to our Board. All of

our directors are also directors of the Bank.

Diversity on Our Board

First Horizon values diversity and believes it is important

to the effective functioning of the whole organization,

from the newest associates to the Board of Directors. This

belief is reflected in the diversity of our nominees for

director:

• 46% diverse in terms of race, gender or ethnicity

• 38% women

• 23% ethnically diverse (15% African American, 8%

Hispanic)

• 15% both women and ethnically diverse

• 33% (two) of the standing Board committees led by

women

Our Director Nominees at a Glance*

have

experience as a

CEO/President

have finance or

accounting

experience

have

experience in

the banking/

financial

services

industry

have served as

a director or

executive

officer of

another public

company

have

experience in

information

technology/

cybersecurity

matters

have

experience in

digital

innovation/

fintech

have

experience in

human capital

management

have strategic

planning/

leadership

experience

are diverse in

terms of race,

gender or

ethnicity

have marketing

or retail

distribution

experience

joined the

Board within

the past 5 years

have

experience in

legal/

regulatory/

ethics/

compliance

matters

have

experience in

risk

management

have

experience in

environmental

matters

*Please see the matrix below for additional information on the scope of each category.

VOTE ITEM 1—ELECTION OF DIRECTORS


	38	2024 PROXY STATEMENT

Nominee Skills and Characteristics Matrix

Bar-

ton

Car-

boni

Comp-

ton

David-

son

Die-

trich

Jor-

dan

Kemp

Map-

les

Pal-

mer

Reed

Stew-

art

Su-

grañ-

Tay-

lor

CEO/President. Experience as CEO,

President or similar position at a firm

or major operating division.

Finance/accounting. Audit company

financial expert, CFO, or experience

(including oversight experience) in

accounting or financial planning and

analysis.

Banking/financial services industry.

Executive experience in banking,

investment banking, broker-dealer or

insurance.

Strategic planning/leadership.

Experience defining the strategic

direction of a business or

organization; service in a significant

leadership position.

Public company. Experience as a

public company director or executive

officer.

Racial, ethnic or gender diversity. As

identified by the director.

Information technology/

cybersecurity. Experience

implementing information technology

and cybersecurity systems or

managing a business in which such

systems play a significant role.

Digital Innovation/Fintech.

Experience in the use of technology to

facilitate business operations and

customer service.

Environmental Matters. Experience

understanding, evaluating and

managing environmental risks and

opportunities.

Human Capital Management.

Experience in workforce

management, compensation,

inclusion and diversity efforts,

culture, succession planning and

talent management.

Risk Management. Experience with

understanding and managing risk in a

large organization.

Legal/regulatory/ethics/compliance

matters. Experience (including

oversight experience) managing legal,

regulatory, ethical and compliance

risks and obligations.

Marketing/retail distribution.

Experience in building and

maintaining customer relationships.

VOTE ITEM 1—ELECTION OF DIRECTORS


	39	2024 PROXY STATEMENT

Nominees for Election


Harry V. Barton, Jr.	Harry V. Barton, Jr. is a certified public accountant, registered investment advisor and an owner of Barton Advisory Services, LLC, Lafayette, Louisiana, an investment advisory firm. Mr. Barton has been a practicing certified public accountant since 1984, for most of that time as the owner of his own accounting firm. He became a director of First Horizon in 2020 upon the closing of the merger of equals of IBKC and First Horizon. He had previously served as a director of IBKC since 1993. Skills and Expertise: • Extensive experience in accounting and tax matters, including audit, review, and compilation of financial statements, the preparation of individual and corporate tax returns, tax planning for business and high net worth clients, and consulting and advising on business mergers and acquisitions • Knowledge of public company audit, risk and compliance matters due to public company board service • Louisiana resident with knowledge of the Louisiana market Prior Public Company Board Service: IBERIABANK Corporation (1993-2020) Non-Profit Board Service: Serves on the board of a non-profit organization
Certified Public Accountant and Owner, Barton Advisory Services, LLC
Independent director since 2020
Age 69
Committees: • Audit • Information Technology
Audit Committee Financial Expert


Velia Carboni	Velia Carboni has served as the Executive Vice President and Chief Digital and Technology Officer of VF Corporation, a provider of branded lifestyle apparel, footwear and accessories (“VF”), since 2018. At VF, she is responsible for the integration of digital capabilities across all aspects of the company’s business, leads the company’s digital strategies and oversees VF’s analytics function. She is also a member of the Forbes Technology Council. Prior to joining VF, Ms. Carboni spent more than 20 years at Fidelity Investments, where she held a series of leadership roles, most recently serving as senior vice president, mobile and emerging platforms for the company’s personal investing/retail division. Skills and Expertise: • Leadership experience in digital innovation and strategies, customer experience and data analytics • Public company senior-level policy making experience • Experience in information technology/cybersecurity, risk management and compliance, finance and accounting, human capital management, and similar matters associated with running a significant division of a public company
Executive Vice President and Chief Digital and Technology Officer, VF Corporation
Independent director since 2023
Age 53
Committees: • Audit • Information Technology

VOTE ITEM 1—ELECTION OF DIRECTORS


	40	2024 PROXY STATEMENT


John C. Compton	John C. Compton is a Partner at Clayton, Dubilier & Rice, a New York-based private equity firm. Prior to 2015, he was a private investor and consultant and served as an Operating Advisor to Clayton, Dubilier & Rice. He served as CEO of Pilot Flying J, Knoxville, Tennessee, a national operator of travel centers, until February 2013. Prior to September 2012, he served for twenty-nine years in various senior leadership positions with PepsiCo Inc., a global food, snack and beverage company, including Chief Executive Officer of PepsiCo Americas Foods, President and CEO of Quaker, Tropicana, Gatorade and CEO of PepsiCo North America, culminating in his service as President of PepsiCo. Skills and Expertise: • Leadership experience at a public company • Experience in matters affecting public companies, including finance and accounting, human capital management, mergers and acquisitions, risk management and compliance, civic affairs, government relations, corporate governance, securities markets and compliance and similar matters • Extensive experience in sales, marketing, operations, digital innovation, environmental matters and general management • Knowledge of public company governance matters due to public company board service • East Tennessee resident with knowledge of the east Tennessee market Prior Public Company Board Service: US Foods Holding Corp. (2015-2018); Pepsi Bottling Group (2008- 2010) Non-Profit Board Service: Serves on the boards of two non-profit organizations
Partner at Clayton, Dubilier & Rice
Independent director since 2011
Age 62
Committees: • Executive • Nominating & Corporate Governance (chair) • Risk


Wendy P. Davidson	Wendy P. Davidson became the President and Chief Executive Officer and a director of The Hain Celestial Group, Inc. (“Hain Celestial”), an organic and natural products company, on January 1, 2023. Prior to assuming her position with Hain Celestial, she served as the President–Americas for the Performance Nutrition segment of Ireland-based Glanbia plc from November 2020 until December 2022. Ms. Davidson served as President, Away from Home of Kellogg Company from 2013 until 2020. From 2010 to 2013, she served in various senior roles at McCormick & Company, Inc., including as Vice President, Custom Flavor Solutions, U.S. & Latin America, and from 1993 to 2009 she held a variety of executive positions at Tyson Foods, Inc., including Senior Vice President and General Manager – Global Customer and Group Vice President – Foodservice Group, culminating in her service as Senior Vice President and General Manager – Prepared Foods. Skills and Expertise: • Public company leadership and senior-level policy making experience • Extensive general management experience, including marketing, sales, operations, supply chain, strategic planning, new market development, disruptive business model innovation, crisis management, digital commerce, brand building and commercial execution • Experience in finance and accounting, human capital management, mergers and acquisitions, risk management and compliance, environmental matters, civic affairs, government relations, corporate governance, securities markets and compliance and similar matters associated with leadership positions at public companies • Knowledge of public company board matters due to public company board service Other Current Public Company Board Service: The Hain Celestial Group, Inc. (since 2023) Non-Profit Board Service: Serves on the boards of several non-profit organizations
President and Chief Executive Officer, The Hain Celestial Group, Inc.
Independent director since 2019
Age 54
Committees: • Audit • Information Technology
Audit Committee Financial Expert

VOTE ITEM 1—ELECTION OF DIRECTORS


	41	2024 PROXY STATEMENT


John W. Dietrich	John W. Dietrich is Executive Vice President and Chief Financial Officer of FedEx Corporation (“FedEx”), a provider of transportation, e-commerce and business services. Mr. Dietrich is responsible for all aspects of FedEx’s global financial functions, including financial planning, treasury, tax, accounting and controls, internal audit, investor relations, and corporate development. He is also a member of the six-person Executive Committee, which plans and executes the corporation’s strategic business activities. Prior to joining FedEx, Mr. Dietrich served as President and Chief Executive Officer and a member of the board of directors of Atlas Air Worldwide Holdings, Inc. (“Atlas”) from 2019 until it was acquired by an investor group in 2023. He joined Atlas in 1999 as Associate General Counsel, was promoted to Senior Vice President, General Counsel and Corporate Secretary in 2004, and served as Chief Operating Officer from 2006 until 2019. Prior to joining Atlas, he worked at United Airlines for 13 years. Skills and Expertise: • Executive experience at a public company • Experience in matters affecting public companies, including finance and accounting, human capital management, mergers and acquisitions, risk management and compliance, information technology/cybersecurity, civic affairs, government relations, corporate governance, securities markets and compliance and similar matters • Knowledge of public company board matters due to public company board service Current Public Company Board Service: AAR Corporation (2023-present) Prior Public Company Board Service: Atlas Air Worldwide Holdings, Inc. (2019-2023) Non-Profit Board Service: Serves on the board of several non-profit organizations
Executive Vice President and Chief Financial Officer, FedEx Corporation
Independent director since 2024
Age 59
Committees: • Compensation • Nominating & Corporate Governance


D. Bryan Jordan	D. Bryan Jordan has served as President and Chief Executive Officer and a director of First Horizon and the Bank since 2008. In 2012, he was elected Chairman of the Board of First Horizon and the Bank as well, and he has served in that position since that time (except for a two-year period from July 1, 2020, to July 1, 2022, pursuant to the provisions of the merger agreement with IBKC). Mr. Jordan was the Chief Financial Officer of First Horizon and the Bank from 2007 to 2008, and prior to that he served in various positions at Regions Financial Corporation and its subsidiary Regions Bank, including (beginning in 2002) as Chief Financial Officer. Prior to 2000, he held various finance and accounting related positions at Wachovia Corporation. Skills and Expertise: • Extensive experience in the banking and financial services industry, including digital innovation/ fintech • Experience in finance and accounting, human capital management, mergers and acquisitions, risk management and compliance, information technology/cybersecurity, civic affairs, government relations, corporate governance, securities markets and compliance and similar matters associated with leadership positions at public companies • Knowledge of public company audit and governance matters due to public company board service Other Current Public Company Board Service: AutoZone, Inc. (since 2013) Non-Profit Board Service: Serves on the boards of several non-profit organizations
Chairman of the Board, President and Chief Executive Officer of First Horizon Corporation and First Horizon Bank
Director since 2008
Age 62
Committees: • Executive • Risk

VOTE ITEM 1—ELECTION OF DIRECTORS


	42	2024 PROXY STATEMENT


J. Michael Kemp, Sr.	J. Michael Kemp, Sr. is the Founder and CEO of Kemp Management Solutions (“KMS”), a program management and consulting firm based in Birmingham, Alabama. With 30 years in the construction industry, he has managed or built more than $6.8 billion in construction projects. Mr. Kemp founded KMS in January 2011 to provide program management services and consulting on environmental and sustainability matters in the U.S. and Europe to the healthcare, financial, retail, municipal, infrastructure and higher education sectors. Mr. Kemp became a director of First Horizon in 2020 upon the closing of the merger of equals of IBKC and First Horizon. He had previously served as a director of IBKC since 2019. Skills and Expertise: • Extensive general management experience, including finance, operations, human capital management, information technology/cybersecurity and risk management • Expertise in environmental matters gained from management of large environmental-related projects and consulting on environmental/sustainability matters • Knowledge of public company governance matters due to public company board service • Birmingham resident with knowledge of the Birmingham market Prior Public Company Board Service: IBERIABANK Corporation (2019-2020) Non-Profit Board Service: Serves on the boards of several non-profit organizations
Founder and CEO, Kemp Management Solutions
Independent director since 2020
Age 53
Committees: • Audit • Information Technology • Nominating & Corporate Governance


Rick E. Maples	Rick E. Maples retired after 31 years at Stifel, Nicolaus and Company Incorporated (“Stifel Nicolaus”), in 2015 and served as a Senior Advisor to Stifel Financial Corp. (“Stifel Financial”) from 2016 until 2018. Headquartered in St. Louis, Missouri, Stifel Financial is a diversified financial services holding company which conducts business through several subsidiaries. Its primary broker dealer subsidiary is Stifel Nicolaus, which is a full service brokerage and investment banking firm. Mr. Maples joined Stifel Nicolaus in 1984, and in 1991, he became Head of Investment Banking. With Stifel Financial’s acquisition of Legg Mason Capital Markets in 2005, Mr. Maples became Co-Head of Investment Banking for the combined investment bank. In addition, when in 2013 Stifel Financial acquired Keefe, Bruyette & Woods, Inc. (“KBW”), an investment banking firm specializing in investment banking services for the financial services industry, Mr. Maples was named Executive Vice President and Co-Head of Global Investment Banking of KBW. Mr. Maples became a director of First Horizon in 2020 upon the closing of the merger of equals of IBKC and First Horizon. He had previously served as a director of IBKC since 2016. Skills and Expertise: • Understanding of corporate finance, business value, business risk, digital innovation/fintech and strategic decision-making with a focus on the financial services industry • Experience analyzing various matters, including finance and accounting, securities markets, corporate governance, mergers and acquisitions, and risk assessment, that affect public companies • Knowledge of public company audit, executive compensation, human capital management and governance matters due to public company board service Prior Public Company Board Service: IBERIABANK Corporation (2016-2020)
Retired Co-Head of Investment Banking, Stifel, Nicolaus and Company Incorporated
Independent director since 2020
Age 65
Committees: • Compensation (chair) • Executive • Risk

VOTE ITEM 1—ELECTION OF DIRECTORS


	43	2024 PROXY STATEMENT


Vicki R. Palmer	Vicki R. Palmer is the President of The Palmer Group, LLC, Atlanta, Georgia, a general consulting firm. Between 2004 and 2009, she served as Executive Vice President, Financial Services and Administration, Coca-Cola Enterprises Inc. (“CCE”), Atlanta, Georgia, a bottler of soft drink products. She was responsible for overseeing treasury, pension and retirement benefits, asset management, internal audit and risk management, was a member of CCE’s Risk Committee, served on CCE’s Senior Executive Committee and had oversight responsibility for CCE’s enterprise-wide risk assessment process. Skills and Expertise: • Extensive experience in public company finance, risk management, human capital management (including diversity and inclusion) and general administration • Senior-level policy-making experience at a public company • Knowledge of public company audit, executive compensation, human capital management, and governance matters due to public company board service Other Current Public Company Board Service: Haverty Furniture Companies Inc. (since 2001) Non-Profit Board Service: Serves on the boards of several non-profit organizations
President of The Palmer Group, LLC
Independent director since 1993
Age 70
Committees: • Audit (chair) • Compensation • Executive • Risk
Audit Committee Financial Expert


Colin V. Reed	Colin V. Reed became the Executive Chairman of Ryman Hospitality Properties, Inc. (“Ryman”), Nashville, Tennessee, a real estate investment trust, effective at the end of 2022. Prior to that time, he had served as the Chairman of the Board and Chief Executive Officer of Ryman or Ryman's predecessor, Gaylord Entertainment Company, since 2005 and 2001, respectively. Skills and Expertise: • Leadership experience at a public company • Extensive experience in finance and accounting as well as human capital management, mergers and acquisitions, risk management and compliance, environmental matters, information technology/ cybersecurity, digital innovation/fintech, civic affairs, government relations, corporate governance, securities markets and compliance and similar matters associated with leadership positions at public companies • Knowledge of public company matters due to public company board service • Nashville resident with knowledge of the Nashville market Other Current Public Company Board Service: Ryman Hospitality Properties, Inc. (since 2001) Prior Public Company Board Service: Rite Aid Corporation (2003-2005)
Executive Chairman of Ryman Hospitality Properties, Inc.
Independent director since 2006 Lead Director
Age 76
Committees: • Compensation • Executive • Risk

VOTE ITEM 1—ELECTION OF DIRECTORS


	44	2024 PROXY STATEMENT


Cecelia D. Stewart	Cecelia D. Stewart retired as the President of U.S. Consumer and Commercial Banking of Citigroup, Inc., a global diversified financial services holding company, in 2014. She had held that position since 2011. From 2009 to 2011, she was President of the retail banking group and CEO of Morgan Stanley Private Bank N.A. Ms. Stewart’s career in banking began at Wachovia Bank N.A. in 1978, where she held a variety of regional banking positions, culminating in her service as Executive Vice President and Head of Retail and Small Business Banking from 2003 to 2008. Skills and Expertise: • Extensive experience in banking and financial services • Senior-level policy-making experience at a public company • Experience in human capital management, finance and accounting, risk management and compliance, and similar matters associated with running a large division of a public company • Knowledge of public company audit, executive compensation, human capital management, information technology/cybersecurity, digital innovation/fintech and other matters due to public company board service Other Current Public Company Board Service: United States Cellular Corporation (since 2013)
Retired President of U.S. Consumer and Commercial Banking of Citigroup, Inc.
Independent director since 2014
Age 65
Committees: • Audit • Information Technology (chair)


Rosa Sugrañes	Rosa Sugrañes was the founder and served as the Chief Executive Officer of Iberia Tiles, Miami, Florida, a ceramic tile distributor, from 1980 until 2012 when the company was sold. She currently serves on the board of directors of Rosa Gres, a manufacturer of ceramic tiles in Barcelona, Spain, and on the board of directors of Sabadell Consumer Finance, a Spanish consumer bank. She was a director of Sabadell United Bank in Miami from 2006 to 2017, and a former Board member and past Chairman of the Federal Reserve Bank of Atlanta, Miami Branch. Ms. Sugrañes became a director of First Horizon in 2020 upon the closing of the merger of equals of IBKC and First Horizon. She had previously served as a director of IBKC since 2018. Skills and Expertise: • Extensive general management experience, including finance, operations, human capital management, compliance, marketing and retail distribution and management of international business activities • Experience in the banking and financial services industry due to service on bank boards and on the Board of the Miami Branch of the Federal Reserve Bank of Atlanta • Knowledge of public company audit, governance and risk matters due to public company board service • Florida resident with knowledge of the Florida market Prior Public Company Board Service: IBERIABANK Corporation (2018-2020) Non-Profit Board Service: Serves on the boards of two non-profit organizations
Founder and former Chief Executive Officer, Iberia Tiles
Independent director since 2020
Age 66
Committees: • Audit • Information Technology

VOTE ITEM 1—ELECTION OF DIRECTORS


	45	2024 PROXY STATEMENT


R. Eugene Taylor	R. Eugene Taylor served until 2020 as the Vice Chairman of the Board of Directors of First Horizon, a position he assumed upon the closing in 2017 of First Horizon’s acquisition of Capital Bank Financial Corp. (“Capital Bank”), a financial services company. He served as Chairman of the Board of Directors and Chief Executive Officer of Capital Bank from 2009 until 2017. Prior to 2009, Mr. Taylor spent 38 years at Bank of America Corporation, most recently as the Vice Chairman of the firm and President of Global Corporate & Investment Banking. Skills and Expertise: • Extensive experience in the banking and financial services industry, including digital innovation/ fintech • Experience in finance and accounting, human capital management, mergers and acquisitions, risk management and compliance, information technology/cybersecurity, environmental matters, civic affairs, government relations, corporate governance, securities markets and compliance and similar matters associated with leadership positions at public companies • Knowledge of public company executive compensation and governance matters due to public company board service • North Carolina resident with knowledge of the North Carolina market Other Current Public Company Board Service: Sonic Automotive, Inc. (since 2015) Prior Public Company Board Service: DHB Capital Corp. (2021-2022) Capital Bank Financial Corp. (2009- 2017), Capital Bank Corp. (2011-2012), Green Bankshares, Inc. (2011-2012) and TIB Financial Corp. (2011-2012)
Retired Chairman of the Board of Directors and Chief Executive Officer, Capital Bank Financial Corp.
Director since 2017; independent since 2023
Age 76
Committees: • Executive • Risk

The Board of Directors unanimously recommends that

shareholders vote FOR the election of all director nominees as described in vote item 1.

VOTE ITEM 1—ELECTION OF DIRECTORS


	46	2024 PROXY STATEMENT

Vote Item 2—Auditor Ratification

Appointment of Auditors for 2024

KPMG LLP audited our annual consolidated financial

statements for the year 2023. The Audit Committee has

appointed KPMG LLP to be our auditors for the year 2024.

Although not required by law, regulation or the rules of

the New York Stock Exchange, the Board has determined,

as a matter of good corporate governance and consistent

with past practice, to submit to the shareholders as vote

item 2 the ratification of KPMG LLP’s appointment as our

auditors for the year 2024, with the recommendation that

the shareholders vote for item 2. Representatives of

KPMG LLP are expected to be present at the annual

meeting of shareholders with the opportunity to make a

statement and to respond to appropriate questions. The

2023 engagement letter with KPMG LLP was subject to

alternative dispute resolution procedures that comply

with applicable federal bank regulatory guidance. If the

shareholders do not vote to ratify KPMG LLP’s

appointment as our auditors for the year 2024, the Board

of Directors will consider what course of action would be

appropriate.

Auditor Fees Past Two Years

The table below and the paragraphs following it provide

information regarding the fees billed to us by KPMG LLP

during 2022 and 2023 for services rendered in the

categories of audit fees, audit-related fees, tax fees and all

other fees.

KPMG Fees Paid 2022-2023


Service Type	2022	2023
Audit Fees	$3,790,000	$3,959,515
Audit-Related Fees	115,000	130,000
Tax Fees	—	166,709
All Other Fees	—	—
Total	$3,905,000	$4,256,224

Audit Fees. Represents the aggregate fees billed to us by

KPMG LLP for professional services rendered for the audit

of our consolidated financial statements, including the

audit of internal controls over financial reporting, and

review of our quarterly financial statements or for services

that are normally provided by KPMG LLP in connection

with statutory and regulatory filings or engagements,

including registration statements and offerings, and

acquisition-related audit procedures.

Audit-Related Fees. Represents the aggregate fees billed

to us by KPMG LLP for assurance and related services that

are reasonably related to the performance of the audit or

review of our consolidated financial statements and that

are not reported under Audit Fees above. The amount for

both years consists of fees for attestation and reports on

controls placed in operation and tests of operating

effectiveness.

Tax Fees. Represents the aggregate fees (if any) billed to

us by KPMG LLP for professional services for tax

compliance, tax advice, and tax planning.

All Other Fees. Represents the aggregate fees (if any)

billed to us by KPMG LLP for products and services other

than those reported under the three preceding

paragraphs.

None of the services provided to us by KPMG LLP and

described in the paragraphs entitled Audit-Related Fees,

Tax Fees and All Other Fees above were approved

pursuant to the de minimis exception of SEC Rule

2-01(c)(7)(i)(C).

Pre-Approval Policy for Auditor's Services

The Audit Committee has adopted a policy providing for

pre-approval of all audit and non-audit services to be

performed by KPMG LLP, as the registered public

accounting firm that performs the audit of our

consolidated financial statements that are filed with the

SEC. Services either may be approved in advance by the

Audit Committee specifically on a case-by-case basis

(“specific pre-approval”) or may be approved in advance

as described below (“advance pre-approval”). Advance

pre-approval requires the Committee to identify in

advance the specific types of services that may be

provided and the fee limits applicable to such types of

services, which limits may be expressed as a limit by type

of service or by category of services. All requests to

VOTE ITEM 2—AUDITOR RATIFICATION


	47	2024 PROXY STATEMENT

provide services that have been pre-approved in advance

must be submitted to the Chief Accounting Officer prior to

the provision of such services for a determination that the

service to be provided is of the type and within the fee

limit that has been pre-approved. Unless the type of

service to be provided by KPMG LLP has received advance

pre-approval under the policy and the fee for such service

is within the limit pre-approved, the service will require

specific pre-approval by the Committee.

The terms of and fee for the annual audit engagement

must receive the specific pre-approval of the Committee.

Audit, Audit-related, Tax, and All Other services, as those

terms are defined in the policy, have the advance pre-

approval of the Committee, but only to the extent those

services have been specified by the Committee and only in

amounts that do not exceed the fee limits specified by the

Committee. Such advance pre-approval shall be for a term

of 12 months following the date of pre-approval unless

the Committee specifically provides for a different term.

Unless the Committee specifically determines otherwise,

the aggregate amount of the fees pre-approved for All

Other services for the fiscal year must not exceed seventy-

five percent (75%) of the aggregate amount of the fees

pre-approved for the fiscal year for Audit services, Audit-

related services, and those types of Tax services that

represent tax compliance or tax return preparation.

The policy delegates the authority to pre-approve services

to be provided by KPMG LLP, other than the annual audit

engagement and any changes thereto, to the chair of the

Committee. The chair may not, however, make a

determination that causes the 75% limit described above

to be exceeded. Any service pre-approved by the chair will

be reported to the Committee at its next regularly

scheduled meeting.

The Board of Directors unanimously recommends that

shareholders vote FOR the ratification of our auditors under vote item 2.

VOTE ITEM 2—AUDITOR RATIFICATION


	48	2024 PROXY STATEMENT

Vote Item 3—Approval of Amendment to 2021

Incentive Plan

Amendment of Plan for Shareholder Consideration

The First Horizon Corporation 2021 Incentive Plan was first

approved by our Board of Directors and shareholders in

2021. After a thorough review, management has

determined that the number of shares of First Horizon

common stock authorized for issuance as awards under

the plan should be increased from 14 million to 27 million

and that conforming amendments to related limits in the

plan for "shares in lieu" and "substitute awards" (each as

defined below), each of which is set at 5% of the total

number of authorized shares, should be similarly made. In

February 2024, the Board approved the amendment,

contingent upon approval by the shareholders at the

annual meeting of shareholders on April 23, 2024.

Effects of and Reasons for Approval; Effects of Non-Approval

Under this vote item, shareholders are being asked to

approve an amendment to the plan to increase the

number of shares of First Horizon common stock

authorized for issuance as awards under the plan from 14

million to 27 million and to make conforming

amendments to related limits in the plan for "shares in

lieu" and "substitute awards" (each as defined below),

each of which is set at 5% of the total number of

authorized shares. Whether or not the shareholders

approve the proposed amendment at the 2024 annual

meeting, existing awards under the plan will remain

outstanding.

The Board of Directors believes that stock-based, and

especially stock-paid, awards provide an essential tool

that helps the company attract and retain outstanding

associates and non-employee directors and motivate

them to cause the company to succeed. Stock awards

align associates’ interests directly with those of First

Horizon’s shareholders because the value of the stock-

based awards is directly linked to the market value of our

common stock, not only during each award's vesting

period but also for many years afterward. Stock-based

awards also provide critical reinforcement of the values of

ownership and teamwork that are an integral part of our

Firstpower culture. The Board of Directors believes that

approving the plan with the increase in the authorized

shares would provide us with a sufficient number of

shares to continue our stock-based incentive programs for

approximately three years, based on our historical grant

practices. However, the actual duration of the share

reserve will depend on a variety of unknown factors,

including the future price of First Horizon common stock,

associate participation in long-term incentive awards,

long-term incentive award mix and grant practices,

competitive market practices, forfeiture activity, and

acquisitions.

If the amendment is not approved, the plan would

continue in effect without the proposed share increase.

Existing awards would remain outstanding and, subject to

the plan limits, new awards could be granted until plan

expiration.

Key Data on Outstanding Equity Awards and Shares Available

The following table includes information as of February 29, 2024, regarding outstanding equity awards and shares available

for future awards under all of our equity compensation plans (all of which are described under Equity Compensation Plan

Information on pages 58-59), without giving effect to the share increase for which we are seeking shareholder approval in this

vote item.

VOTE ITEM 3—APPROVAL OF AMENDMENT TO 2021 INCENTIVE PLAN


	49	2024 PROXY STATEMENT

Outstanding Equity Awards and Shares Available


Total shares underlying outstanding stock options	1,821,775(1)
Total shares underlying outstanding unvested time-based full value awards	9,570,076
Total shares underlying outstanding unearned and unvested performance- based full value awards	2,695,567(2)
Total shares underlying vested but undistributed full value awards	1,031,415(3)
Total shares underlying all outstanding awards	15,118,833
Total shares currently available for grant under the 2021 Incentive Plan	2,077,621(4)
Common stock outstanding as of February 23, 2024	554,944,033

(1) Our stock options outstanding as of February 29, 2024, had a

weighted-average exercise price of $16.32 and a weighted-average

remaining term of 2.87 years. There were no SARs outstanding.

(2) Assumes performance-based awards will vest and pay out based on

target performance levels being achieved.

(3) Awards that have vested but have not yet been distributed pending a

mandatory deferral period.

(4) Represents the total number of shares available for future awards

under the Plan reflecting performance-based awards at maximum

payout. The Plan was our only equity compensation plan with shares

remaining available for future grant as of February 29, 2024.

Material Features of the Plan

The following is a summary of the material features of the

plan as amended. This summary and the above discussion

are qualified in their entirety by reference to the complete

text of the plan, attached as Appendix A. Appendix A

presents the plan with the amended share authorizations,

in Section 3(A)(i)(a) on page A-2, that are contingent upon

shareholder approval.

Purpose of the Plan; Administration;

Eligibility; Shareholder-Friendly

Features of the Plan

The purpose of the plan is to promote the interests of the

company and its shareholders by (i) attracting and

retaining officers, associates, and non-employee directors

of the company and its subsidiaries, (ii) motivating such

individuals by means of linking a component of

compensation to the company’s stock value and by means

of performance-related incentives to achieve performance

goals established by the Board or a committee designated

by the Board, (iii) enabling such individuals to participate

in the growth and financial success of the company, (iv)

encouraging ownership of stock in the company by such

individuals, and (v) aligning significant compensation

elements with the interests of the company’s

shareholders.

In keeping with aligning the interests of the company’s

associates and shareholders, the plan contains the

following provisions:

• A prohibition on liberal share recycling,

• A prohibition on repricing and cash buyouts of

underwater options or SARs,

• A limit on the number of awards that non-

employee directors may receive,

• No discount options,

• A 10-year maximum term for options/SARs,

• Clawback and forfeiture provisions, and

• A one-year minimum vesting requirement

imposed on grant notices applicable to awards

paid or denominated in stock subject to a 5%

carve-out for “shares in lieu” (defined below),

with exceptions for acceleration by the plan

committee, approved retirement, death,

disability and qualified termination after a change

in control event.

Additional information on these provisions is provided

below.

All officers, associates (including directors who are also

associates) and non-employee directors of First Horizon or

its subsidiaries and all “regional board members” (as

defined under the plan) are eligible to receive awards

under the plan.

Awards may consist of grants of any option, stock

appreciation right, restricted stock, restricted stock unit,

restricted cash unit, performance award, or shares in lieu

award granted under the Plan, whether singly or in

combination. As of December 31, 2023, First Horizon and

its subsidiaries had approximately 2,341 officers and 7,378

associates; there were 14 non-employee directors and 211

regional board members.

Except with respect to awards to non-employee directors

(which are administered by the Board), the plan is

administered by a committee designated by the Board.

VOTE ITEM 3—APPROVAL OF AMENDMENT TO 2021 INCENTIVE PLAN


	50	2024 PROXY STATEMENT

The plan committee must be composed solely of not less

than two non-employee directors, all of whom (i) satisfy

the requirements of Rule 16b-3(b)(3) of the Securities

Exchange Act of 1934 as amended from time to time or

any successor to such Rule, and (ii) otherwise meet any

“independence” requirements promulgated by the

principal stock exchange on which the shares of First

Horizon’s common stock are listed. The Board has

designated the Compensation Committee as the

committee for the plan. See The Compensation Committee

—In General beginning on page 23 for additional

information concerning the qualifications of Committee

members in relation to the plan. Throughout the rest of

this discussion, the Compensation Committee is referred

to simply as the “Committee.” The Board retains the right

to make awards under the plan.

The Committee has the full power and authority in its

discretion to, among other things, designate participants,

determine the type or types of awards to be granted to a

participant and the names of the awards, if different from

the terminology used in the plan, determine the number

of shares to be covered by, or with respect to which

payments, rights, or other matters are to be calculated in

connection with, awards, determine the timing, terms,

and conditions of any award, and make any other

determination and take any other action that the

Committee deems necessary or desirable for the

administration of the plan, subject to the exclusive

authority of the Board to amend, suspend, or terminate

the plan. However, only the Board has the power and

authority to make awards to non-employee directors and

to determine the type, timing, terms and conditions of

those awards.

With some exceptions, awards under the plan are not

transferable. In its discretion, subject to limits set forth in

the plan, the Committee may permit transfers of awards,

or create assistive procedural rights in lieu of transfers or

otherwise, in connection with death, divorce, child

support, incompetence or other disability, and other

severe personal events, and the Committee may delegate

broad administrative authority to management in such

situations.

Types of Awards

Options

The Committee may grant options to purchase a specified

number of shares of our common stock. Options granted

under the plan do not qualify as “incentive stock options”

under Section 422 of the tax code (or any successor

provision). The number of shares of common stock subject

to any grant of options, the exercise price and all other

conditions and limitations applicable to the exercise of any

options will be determined by the Committee. Except in

limited circumstances described in the plan having to do

with our acquisition of another company, the exercise

price of an option may not be less than 100% of the fair

market value of the shares of common stock with respect

to which the option is granted on the date of such grant.

Options may not be exercisable sooner than the first

anniversary after grant (with limited exceptions

permitted), and no option may have a term greater than

ten years from grant.

Stock Appreciation Rights (SARs)

SARs may be granted under the plan. A SAR entitles the

holder to receive, with respect to each share of our

common stock encompassed by the exercise of that SAR,

the amount determined by the Committee or Board, as

applicable, and specified in an award agreement. In the

absence of such a determination, the holder shall be

entitled to receive, with respect to each share

encompassed by the exercise of the SAR, the excess of the

fair market value on the date of exercise over the base

price for the SAR established at grant. Each SAR is

exercisable at such times and subject to such terms and

conditions as the Committee may, in its sole discretion,

specify in an award agreement or thereafter, but no SAR

may be exercisable sooner than the first anniversary after

grant (with limited exceptions permitted). Except in

limited circumstances described in the plan having to do

with our acquisition of another company, the base price of

an SAR may not be less than 100% of the fair market value

of the shares with respect to which the SAR is granted on

the date of grant. SARs may be paid in common stock, in

cash, or in a combination of stock and cash, as determined

by the Committee or the Board.

Repricing Prohibition for Options and SARs

The plan provides (with limited exceptions) that, unless

shareholders approve otherwise, the Committee does not

have the power to amend the terms of options or SARs

previously granted under the plan to reduce the option

price of such options or base price of such SARs; cancel

such options or SARs and grant substitute options or SARs

with a lower option price or base price than the cancelled

options or SARs, respectively; or, if such options or SARs

are out-of-the-money, cancel such options or SARs and, in

consideration of such cancellation, grant one or more

other awards, make a cash payment, or take any

combination of such actions.

Restricted Stock, Restricted Stock Units & Restricted

Cash Units

Awards of restricted stock, restricted stock units and

restricted cash units consist of common stock, stock units

or cash units that are subject to a risk of forfeiture or

other restrictions that lapse upon the occurrence of

certain events and/or the satisfaction of certain

conditions. A stock unit is a unit denominated as a specific

or determinable number of shares, while a cash unit is a

unit denominated as a specific or determinable number of

VOTE ITEM 3—APPROVAL OF AMENDMENT TO 2021 INCENTIVE PLAN


	51	2024 PROXY STATEMENT

dollars and payable in cash only. (An award of units that is

denominated in shares is a restricted stock unit award, not

a restricted cash unit award, even if eventual payment is

in cash. An award of units denominated in dollars but

paid in shares likewise is a restricted stock unit award.)

The Committee has authority to determine the terms and

conditions of such awards. The award document for all of

these types of awards must require a period of time

during which the grantee must remain in the continuous

employment of First Horizon in order for the forfeiture

and transfer restrictions to lapse. If the Committee so

determines, the restrictions may lapse during such

restricted period in installments with respect to specified

portions of the shares or units covered by the award. The

award document may also, in the discretion of the

Committee, set forth performance or other conditions

that, if satisfied, will result in the lapsing of any applicable

forfeiture and transfer restrictions. The Committee may,

at its discretion, waive all or any part of the restrictions

applicable to any or all outstanding restricted stock and

restricted stock unit awards. Restricted stock units will be

paid in cash, shares, other securities or other property, as

determined in the sole discretion of the Committee,

following the lapse of the restrictions applicable thereto,

or otherwise in accordance with the applicable award

document. Restricted cash units will be paid in cash only

following the lapse of the restrictions applicable thereto,

or otherwise in accordance with the applicable award

document.

Performance Awards

The Committee may, in its discretion, grant a performance

award consisting of a performance-based option award,

performance-based SAR award, performance-based

restricted stock award, performance-based restricted

stock unit award, performance-based restricted cash unit

award, or other performance-based right that is (i)

denominated in cash and/or shares of our common stock,

(ii) valued, as determined by the Committee, in

accordance with the achievement of such performance

goals during such performance periods as the Committee

will establish, and (iii) payable at such time and in such

form as the Committee may determine. For this purpose,

“performance-based” means requiring that one or more

specified performance conditions, beyond mere

continuation of service, be fulfilled prior to vesting. Other

conditions to vesting, such as a service requirement, may

be imposed as well. Subject to the terms of the plan, the

Committee may determine the performance measures

and other factors to be used to establish performance

goals, the performance goals to be achieved during any

performance period, the length of performance period,

the threshold, target, and/or maximum amount of any

performance award, and the amount and kind of any

payment or transfer to be made pursuant to any

performance award. The Committee may change specific

provisions of a performance award after it is granted,

provided, however, that no such change may significantly

and adversely affect an already-granted performance

award that has an already-begun performance period

without the participant’s consent.

Shares in Lieu

“Shares in lieu” means an award of shares, or units

denominated in shares, which settle an earned cash

obligation of the Company related to compensation. An

award of shares in lieu consists of shares, or units

denominated and payable in shares, which have no

service or other traditional vesting requirement or period.

An award of shares in lieu may only be granted in

settlement of an obligation of the company to pay cash

compensation which, not later than the grant date, the

participant has earned. Settlement of an earned

compensation obligation with shares in lieu may only be

dollar-for-dollar, based on the fair market value of a share

as set forth in the plan. If an award of shares in lieu

consists of shares, it will be paid or delivered promptly

after grant. The Committee may require shares In lieu to

have payment delayed, or may allow the participant to

elect delay. Although an award of shares in lieu is vested

at grant, the Committee may impose a holding or waiting

period on all or any portion of the shares in lieu delivered,

including on the portion remaining after withholding for

taxes. An award of shares in lieu may not be granted to a

participant in settlement of any award under this plan or

its predecessor, the Equity Compensation Plan ("ECP").

The Board is authorized to settle any obligation of the

company for cash retainer or fee compensation earned by

a non-employee director with one or more awards of

shares in lieu.

Performance Measures

The Committee may determine to use as a performance

measure under the plan any one or more of, or any

combination of, the financial performance measures listed

in the plan, including but not limited to stock price,

dividends, total shareholder return, earnings per share,

market capitalization, credit quality, service quality,

market share, customer retention, efficiency ratio,

liquidity, or strategic business objectives. Any such

performance measure may be for the company or any

subsidiary, operating unit, division, line of business,

reporting segment, department, team, business unit, or

the like. Any such performance measures may provide for

adjustment to include or exclude actual or hypothetical

items or amounts and may provide for artificial increase or

decrease by amounts or percentages selected by the

Committee. The term “performance measure” includes

any component or any combination of components of any

such measure; examples include Common Equity Tier 1

regulatory capital, tangible common equity, tax expense,

non-recurring expenses, provision expense, pre-tax

noninterest income in a particular business segment,

wealth management revenue, and tangible assets. The

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term “performance measure” also means any non-

financial or other performance criteria established by the

Committee, including any personal plan goal. Without

limiting the generality of the foregoing, “non-financial”

performance criteria may include measures related to

environmental, social, or governance achievements.

Non-Employee Director Awards

Subject to certain limitations, the Board may provide that

all or a portion of a non-employee director’s annual

retainer and/or meeting fees, or other forms of

compensation, be payable (either automatically or at the

election of a non-employee director) in the form of

options, SARs, restricted stock, restricted stock units,

restricted cash units, or shares in lieu. The Board may

determine the terms and conditions of any such awards,

including the terms and conditions which apply upon a

termination of the non-employee director’s service as a

member of the Board, and has full power and authority in

its discretion to administer such awards, subject to the

terms of the plan and applicable law. The Board may

exercise this authority episodically, periodically, by

standing resolution, by policy, and in any other legal

manner. The grant date of any award to a non-employee

director will be determined by the Board or in accordance

with Board policy governing director compensation.

Annual Incentive Plan Coordination

The Committee may coordinate any annual cash incentive

plan, program, or determination with the grant of awards,

consistent with the terms and limitations of the plan. An

award granted in connection with an annual incentive

must comply with all requirements of the plan applicable

that award type.

Limits on Award Grants; Adjustments

The plan imposes the following limitations on award

grants, all of which are subject to adjustment as described

below:

Overall

The maximum number of shares which may be issued with

respect to awards shall be 27,000,000, plus any shares

underlying awards granted under the ECP prior to the

plan’s inception which expire or are canceled, forfeited,

settled in cash, or otherwise terminated without delivery

of shares to the ECP participant.

Shares in Lieu

Of the 27,000,000 maximum overall amount, the

maximum number of shares which may be issued as

awards of shares in lieu is 1,350,000 shares.

Substitute Awards

The maximum number of shares which may be granted

solely in assumption of, or in substitution for, outstanding

awards previously granted by a person acquired by the

company through merger, purchase, or otherwise, or with

which the company or one of its subsidiaries combines, is

1,350,000.

Non-Employee Director Limits

Full-Value. The maximum aggregate dollar value of full-

value awards which may be granted in any calendar year

to any non-employee director is $500,000.

Options & SARS. The maximum aggregate dollar value of

shares underlying options and/or SARs which may be

granted in any calendar year to any non-employee

director is $250,000.

Savings Clause. If a non-employee director limit is or might

be violated by the grant of a performance award, that

award is not invalidated. However, after all final

performance determinations are made, if the award still

violates a limit, the final number of shares, units, or

dollars, as applicable, will be reduced to the minimum

extent possible consistent with the plan’s limits, and the

excess shares, units, or dollars will be cancelled and

treated as if they never had been granted.

Re-Usage if Award Shares Are Not Paid

In general. If any shares covered by an award granted

under the plan, or to which such an award relates, are

forfeited, or if an award denominated in shares is settled

for cash or terminates, expires unexercised, or is canceled

for any reason without the delivery of shares, then the

shares covered by such award or to which such award

relates, or the number of shares otherwise counted

against the aggregate number of shares which may be

issued with respect to awards, to the extent of any such

settlement, forfeiture, termination, expiration, or

cancellation, will again become shares which may be

issued with respect to awards.

Option & SAR Re-Usage Limited. In connection with any

option or SAR award, none of the following will result in

any shares being added back to any of the above limits: (a)

the withholding of shares by the company for tax

liabilities; (b) the delivery of shares (actual or deemed) by

the award holder to pay an exercise price or tax liabilities;

or (c) in the case of exercised SARs, the delivery of shares

to the participant in an amount less than the nominal

number of shares covered by the SAR award.

No Tax Withholding Re-Usage. The Committee’s long-

standing practice is to require withholding of shares to

cover taxes when a full-value award vests. No shares

withheld or reacquired by the company from the

participant for tax liabilities caused by vesting, exercise, or

other taxable event relating to awards will be added back

to any of the above limits.

Dividend Reinvestment. Shares credited or paid in

connection with a dividend reinvestment feature will in

most cases not be counted against any of above limits.

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Adjustments

The number of shares of our common stock available for

awards, the number of shares that may be subject to

awards granted to any one participant in any period, the

number of shares covered by each outstanding award, and

the price per share covered by each outstanding award

which uses a price shall be proportionately adjusted for

any increase or decrease in the number of issued shares

resulting from a stock split, reverse stock split, stock

dividend, recapitalization, combination or reclassification

of the shares, and may be proportionately adjusted, as

determined in the sole discretion of the Board, for any

other increase or decrease in the number of issued shares

effected without receipt of consideration by First Horizon

or to reflect any distributions to holders of shares other

than regular cash dividends. However, in general no

issuance by First Horizon of shares of stock of any class, or

securities convertible into shares of stock of any class,

shall affect, and no adjustment by reason thereof shall be

made with respect to, the number or price of shares

subject to an award. After any such adjustment, the

number of shares subject to each outstanding award may

be rounded down to the nearest whole number of shares

or to the nearest fraction of a whole share specified by the

Committee, all as the Committee may determine from

time to time. The Committee is authorized to make

adjustments in the terms and conditions of the securities

covered by, and the criteria included in, outstanding

awards in recognition of unusual or nonrecurring events

affecting the company, any subsidiary, or the financial

statements of the company or any subsidiary, or of

changes in applicable laws, regulations, or accounting

principles, whenever the Committee is required to make

such adjustments pursuant to the plan or whenever the

Committee, in its sole discretion, determines that such

adjustments are necessary and appropriate in order to

prevent or substantially mitigate dilution or enlargement

of the benefits or potential benefits intended to be made

available under the plan.

On February 23, 2024, the closing price of the common

stock on the New York Stock Exchange was $14.06 per

share.

Termination of Service, Forfeiture and

Clawback

General Service Requirement

Each award (other than shares in lieu) and all rights of the

participant to the award terminate, without further

obligation on the part of the company, unless the

participant remains in continuous employment for the

entire period during which service is required.

Termination

The Committee generally has complete discretion to

determine the terms and conditions that apply to any

award upon death, disability, retirement, or other

termination of service. After grant, the Committee has the

full power and authority to reduce or waive, in whole or

part, conditions and requirements of an award related to

employment or a termination of service. The Committee

may require concessions or agreements by the participant

in exchange for such waivers. If management or the

Committee approves the terms and conditions of

retirement of a participant, management or the

committee may provide, as a retirement benefit,

continued vesting treatment for any or all awards held by

the participant at retirement.

Service and Termination of Non-Employee Directors

With respect to awards to non-employee directors, the

Board has complete discretion to determine the service

requirements of any award, and the terms and conditions

that will apply to any award upon death, disability,

retirement, or other termination of service.

Plan, Awards, & Clawback Policies

Awards are subject to forfeiture prior to vesting or

exercise, and to recovery or reimbursement of paid or

delivered cash, shares, or other benefits (“clawback”), to

the extent provided in the plan, applicable award

document, plan procedures, or the company’s clawback

policies. The plan, the clawback policies, or an award may

provide for forfeiture or clawback based on, or triggered

by, a restatement or other correction of financial results

used to determine the amount granted or paid for the

award. In such cases forfeiture or clawback may be

absolute, or the amount paid may be merely re-

determined based on corrected information.

Forfeiture and Reimbursement in the Context of

Misconduct

The company reserves the right (and in certain cases may

have the legal duty) to cause or seek the forfeiture of all

or any portion of any performance award held by any

participant, and/or the reimbursement by any participant

to the company of all or any portion of any performance

award paid to the participant, for any performance award

where the Board or the Committee concludes in good

faith that the participant engaged in fraud or other

intentional, knowing, or willful misconduct in connection

with the performance of his or her duties as an officer or

associate of the company or of any of its subsidiaries. The

company’s right to seek forfeiture or reimbursement will

expire if not asserted within three years after the award is

paid. For this purpose an assertion of rights need only

reflect that the company is commencing or has

commenced a review of possible misconduct by the

participant. Any of the Board, the Committee, the chair of

the Committee, the Chairman of the Board, or the Chief

Executive Officer, acting singly based on any good faith

suspicion that the conditions above might be met, may

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halt and suspend payment of any performance award

(including payment of any amount delayed or deferred in

connection with any performance award and any earnings

thereon or proceeds thereof) until the Board, the

Committee, or the Committee’s delegate has investigated,

considered, and acted upon the matter hereunder. Any

such suspension will be without interest owed to the

participant if it is later determined that any payment

should be made to the participant.

Change in Control

Lapse of Restrictions Generally

Upon a participant’s qualifying termination following a

change in control, all outstanding awards of that

participant will vest, become immediately exercisable or

payable, and have all restrictions lifted, as the case may

be. Awards may not vest, and the Committee may not

provide in an award document that the vesting of an

award is accelerated, solely because a change in control

occurs.

Failure to Assume or Replace

If the Board or Committee in good faith expects a change

in control transaction to occur in which a successor would

not be bound by this plan, if the company has been unable

to comply with the relevant plan provisions, and if any

awards are expected to remain outstanding under the

plan immediately after consummation of such transaction,

then, whether or not qualifying terminations of the award

holders have occurred or are expected to occur, each such

outstanding award will be canceled and paid in cash not

later than the close of business on the second business

day immediately preceding the expected consummation

of the transaction. For each performance award, the

provisions of the plan will be applied by assuming

performance at the target level, if any is specified in the

award, and, if no target is specified as such, at the nominal

or 100% level specified in the award. These provisions of

the plan will not apply if no awards are expected to

remain outstanding because, for example, the successor is

expected to replace all such awards with comparable

awards under the successor’s award programs. If the

Board or Committee expect a successor to replace some

outstanding awards but not all of them, these plan

provisions will apply only to the awards not expected to

be replaced.

Performance Awards

Generally, upon a qualifying termination following a

change in control, for each performance award the

performance goals and any other performance-related

conditions will be deemed met at the target level, if any is

specified in the award, or, if no target is specified as such,

at the nominal or 100% level specified in the award. In

connection with any change in control, as to each

performance award held by each participant where a

qualifying termination does not occur upon or shortly

after that event, the Committee must determine whether

or not performance relative to the performance goals of

outstanding performance awards reasonably can be

measured at the end of the respective performance

periods. If the Committee determines that such

performance cannot reasonably be measured after the

change in control occurs (referred to as a “substantial

change in control”), then for each affected performance

award the performance goals and any other performance-

related conditions will be deemed met at the target level,

if any is specified in the award, or, if no target is specified

as such, at the nominal or 100% level specified in the

award. A substantial change in control is deemed to have

occurred, without determination by the Committee, if the

company’s shares no longer are outstanding or listed on a

national securities exchange or quotation system.

Continuing-service conditions, and any other non-

performance requirements, will not be affected by a

substantial change in control absent a qualifying

termination. These provisions are not intended to limit the

Committee’s authority and discretion to adjust

performance awards following any merger or other

significant corporate event, whether or not a change in

control occurs.

Options and SARs

Generally, the Board or Committee may require that all or

specified groups of option and SAR awards outstanding

when a substantial change in control occurs be canceled

at that time or as a consequence of that event. For any

such award that is canceled the participant will be entitled

to a cash payment of not less than the amount computed

by subtracting the option price or base price (as

applicable) per share from the fair value of the

consideration to be received per share by the company’s

common shareholders in connection with the substantial

change in control transaction. In such case the Board or

Committee may determine, in its discretion in good faith,

the fair value of such consideration. Option and SAR

awards which have a negative value, as so measured, may

be canceled without payment.

Retirement

Upon a qualifying termination following a change in

control, to the extent an award document or the plan

procedures provide that retirement benefits or treatment

apply only upon discretionary approval, such approval will

generally be deemed given and, to the extent that such

retirement benefits or treatment may be determined or

varied in a discretionary manner, the standard or typical

benefits or treatment will be deemed approved. For this

purpose, standard or typical benefits or treatment will be

determined by reference to the award document and/or

plan procedures or, if no such benefits or treatment is

there specified, to the most recent participant retirement

approved by the Committee or its delegate prior to the

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change in control which did not involve termination for

cause or other misconduct.

Change in Control Transaction Agreement May

Override

The terms of the merger or other agreement governing a

change in control, once approved by the Board and the

company’s shareholders, may allow, authorize, encourage,

or require acceleration, settlement (cancellation with cash

payment), substitution, or other treatment of outstanding

awards.

Section 409A Compliance

If the payment of shares, cash, or otherwise related to an

award following a change in control constitutes the

payment of deferred compensation subject to Section

409A of the Internal Revenue Code, and if the timing or

form of that payment is changed as a result of that change

in control, then no such change in the timing or form of

payment may occur unless the event that constitutes a

change in control as defined in the plan is also a “change

in control event” as defined in Section 409A (including its

regulations). If such change in control event is not a

“change in control event,” then the Committee may

determine to adjust the timing or form of payment in

order to avoid becoming subject to Section 409A or in

order to comply with Section 409A, even if such

adjustment is inconsistent with other provisions of the

plan or an award document.

Plan Termination and Amendment

Termination of Authority for New Awards

No new awards may be granted under the plan after June

30, 2031. The authority of the Board or the Committee to

amend, alter, modify, adjust, suspend, discontinue, or

terminate an award or to waive any conditions or rights

under any such award will generally continue after the

authority for grant of new awards hereunder has expired

or been exhausted.

Termination, Suspension, or Amendment of the Plan

The Board may amend, alter, modify, suspend,

discontinue, or terminate the plan or any portion thereof

at any time, except that the Board may not amend the

plan in violation of law; the Board generally may not

enlarge the share or dollar limitations in the plan without

the approval of the company’s common shareholders,

other than making adjustments as described in the plan;

no amendment, alteration, modification, suspension,

discontinuation or termination may materially and

adversely affect any right acquired by any participant

under the terms of an award granted before the date of

such amendment, alteration, modification, suspension,

discontinuation or termination, unless the participant

consents; and no amendment of the plan may be

interpreted or administered in a manner that would fail to

comply with Section 409A of the Internal Revenue Code

unless expressly determined otherwise by the Board.

Termination, Suspension, or Amendment of Awards

The Committee generally may waive any conditions or

rights under, amend any terms of, or modify, alter,

suspend, discontinue, cancel or terminate, any award

theretofore granted, prospectively or retroactively. No

such waiver, amendment, modification, alteration,

suspension, discontinuance, cancellation or termination of

an outstanding award that would materially and adversely

affect the rights of the participant will be effective without

the consent of the participant.

Federal Income Tax Consequences

The following is a summary of the current federal income

tax treatment related to awards under the plan. This

summary is not intended to, and does not, provide or

supplement tax advice to participants. Participants in the

plan are advised to consult with their own independent

tax advisors with respect to the specific tax consequences

that, in light of their particular circumstances, might arise

in connection with their receipt of any awards under the

plan, including any state or local tax consequences and the

effect, if any, of gift, estate and inheritance taxes.

Options

No taxable income is realized by a participant upon the

grant of an option under the plan. Upon exercise of an

option granted under the plan, the participant would

include in ordinary income an amount equal to the excess,

if any, of the fair market value of the shares of common

stock issued to the participant pursuant to such exercise

at the time of exercise over the purchase price. First

Horizon would be entitled to a deduction on exercise of

the option for the amount includible in the participant’s

income.

Restricted Stock

No taxable income is realized by a participant upon the

award of restricted common stock. Prior to the lapse of

restrictions on such shares, any dividends received on

such shares will be treated as ordinary compensation

income. Upon the lapse of restrictions, the participant

would include in ordinary income the amount of the fair

market value of the shares of common stock at the time

the restrictions lapse. First Horizon would be entitled to a

federal income tax deduction for the year in which the

participant realizes ordinary income with respect to the

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restricted common stock in an amount equal to such

income.

Section 83(b) of the Internal Revenue Code allows

participants to make an election (an “83(b) election”)

within 30 days after receipt of restricted common stock to

take into income in the year the restricted common stock

is transferred by First Horizon to such participant an

amount equal to the fair market value of the restricted

common stock on the date of such transfer (as if the

restricted stock were unrestricted). If such election is

made, the participant (i) will have no taxable income at

the time the restrictions actually lapse, (ii) will have a

capital gains holding period beginning on the transfer date

and (iii) will have dividend income with respect to any

dividends received on such shares. If the restricted

common stock subject to the 83(b) election is

subsequently forfeited, the participant is not entitled to a

deduction or tax refund. First Horizon’s long-standing

practice has been to prohibit participants from making

83(b) elections.

Any appreciation or depreciation in such shares from the

time the restrictions lapse (or the effective date of the

83(b) election, if made) to their subsequent disposition

should be taxed as a short-term or long-term gain or loss,

as the case may be.

Restricted Stock Units and Restricted Cash Units

No taxable income will be realized by a participant upon

the grant of restricted stock units or restricted cash units

and no taxable income will be realized at the times the

units vest. At the time payment is made with respect to

units granted under the plan, the participant will realize

ordinary income in an amount equal to the cash received

or the fair market value of the shares of common stock

received. First Horizon would be entitled to a deduction at

the time of payment in an amount equal to such income.

Stock Appreciation Rights

A participant does not recognize ordinary income upon

the receipt of a stock appreciation right under the plan.

Upon exercise of the SAR and receipt of cash or

unrestricted stock, the participant would recognize

ordinary income in an amount equal to the payment

received or the fair market value of the unrestricted stock.

First Horizon would be entitled to a deduction at the time

of payment in an amount equal to such income.

Withholding and other Tax Consequences

First Horizon will generally be required to withhold

income taxes and other payroll taxes at the time that a

participant recognizes ordinary income regardless of

whether the participant receives payment in cash or in

stock. First Horizon may in its discretion allow or require

withholding taxes to be paid out of stock to be delivered

pursuant to an award.

First Horizon intends that all deferred compensation

under the plan will comply with the provisions of Section

409A of the Internal Revenue Code and will not be subject

to any of the additional taxes imposed by Section 409A.

First Horizon will not however be liable to a participant for

any adverse tax consequences in connection with an

award.

Plan Benefits

No outstanding awards are subject to approval of this vote item by shareholders. Future benefits to our executive officers,

directors and associates under the plan are not currently determinable.

The Board of Directors unanimously recommends that

shareholders vote FOR the approval of the amendment to the 2021 Incentive Plan under vote item 3.

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Equity Compensation Plan Information

The table below provides information as of December 31,

2023, regarding shares of our common stock that may be

issued under the following plans:

• 2021 Incentive Plan ("2021 Plan")

• Equity Compensation Plan (“ECP”)

• IBERIABANK Corporation 2019 Stock Incentive Plan

("SIP")

• 1997 Employee Stock Option Plan (“1997 Plan”)

• 2002 Bank Director and Advisory Board Member

Deferral Plan (“Advisory Board Plan”)

• 2000 Non-employee Directors’ Deferred

Compensation Stock Option Plan (“2000 Directors’

Plan”)

• The following IBERIABANK Corporation plans

(together with the SIP, the “IBKC Plans”): 2016 Stock

Incentive Plan; Amended and Restated 2010 Stock

Incentive Plan; and 2005 Stock Incentive Plan

• The following Capital Bank Financial Corp. plans (“CBF

Plans”): Capital Bank Financial Corp. 2013 Omnibus

Compensation Plan; North American Financial

Holdings 2010 Equity Incentive Plan; and FNB United

Corp. 2012 Incentive Plan

EQUITY COMPENSATION PLAN INFORMATION

As of December 31, 2023


	A		B	C
Plan Category	Number of Securities to be Issued upon Exercise of Outstanding Options (1)		Weighted Average Exercise Price of Outstanding Options (1)	Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (excluding securities reflected in Col. A)
Equity Compensation Plans Approved by Shareholders (2)	1,896,303	(3)	$16.30	4,965,419
Equity Compensation Plans Not Approved by Shareholders (4)	2,665	(4)	$18.24	—	(4)
Totals for A & C, wtd avg for B	1,898,968		$16.31	4,965,419

(1)The numbers of shares covered by stock options and the related option prices have been adjusted proportionately to reflect the estimated economic

effects of dividends distributed in common stock effective October 1, 2008 through January 1, 2011. The cumulative compound adjustment factor related

to those dividends is 20.038%.

(2)Consists of the 2021 Plan, the ECP, the 2000 Directors’ Plans, the IBKC Plans, and the CBF Plans. The 2021 Plan was approved by shareholders in 2021 and

remains active. The number of shares in Column C is entirely under the 2021 Plan; as provided in the 2021 Plan, the Col. C number includes the new/

additional shares originally authorized under the 2021 Plan along with shares underlying ECP awards that have been forfeited or cancelled since the 2021

Plan was approved by shareholders, net of shares underlying 2021 Plan awards that are outstanding or have been paid. The ECP initially was approved by

shareholders in 2003, most recently was re-approved in 2016, and has terminated. The 2000 Directors’ Plan was approved by shareholders in 2000, and

has terminated. The IBKC Plans were approved by IBKC's shareholders in 2005, 2020, 2011, 2014, 2016, and 2019, and all have terminated. FHN and IBKC

closed a merger-of-equals transaction in 2020, as a result of which FHN became the plan sponsor for the IBKC Plans and their awards. The CBF Plans were

approved by shareholders of CBF or certain other predecessor companies, and all have terminated. FHN merged with CBF in 2017, as a result of which

FHN became the plan sponsor for the CBF Plans and their awards. "Terminated" means no new awards may be granted under the plan.

(3)Consists entirely of outstanding options issued under terminated plans approved by shareholders, 2,028 of which directly or indirectly were issued in

connection with non-employee director cash deferrals of approximately $0.04 million.

(4)Consists of the 1997 Plan and the Advisory Board Plan, both of which have terminated. These outstanding options were issued directly or indirectly in

connection with associate and advisory board cash deferrals of approximately $0.05 million.

Only the 2021 Plan permits new awards to be granted; all

other plans have terminated. At December 31, 2023, there

were no shares issuable upon exercise of outstanding

options under the 2021 Plan, and the total number of

shares issuable upon exercise of outstanding options

under the terminated plans was 1,898,968 shares.

Shares covered by outstanding options are shown in

column A of Table 12.1. Outstanding equity awards other

than options ("full-value awards"), consisting of unpaid

stock units and restricted stock, are not included in any

column in that Table. In total, 11,317,704 shares are

covered by unpaid full-value awards, all granted under the

2021 Plan, the ECP, or the SIP. Of those, 10,300,419 are

covered by unvested awards, and 1,017,285 are covered

by awards that have vested but are subject to an

unfulfilled mandatory deferral period.

Column C of Table 12.1 presents the total number of

shares available for new awards under the 2021 Plan at

December 31, 2023, assuming eventual full exercise or

vesting of all shares covered by awards outstanding on

that date. The 2021 Plan permits the grant of options and

full-value awards, as well as stock appreciation rights.

Only full-value awards have been granted under the plan.

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Of the options outstanding at December 31, 2023 (the

total under column A), approximately 0.2% were issued in

connection with associate and director cash deferral

elections. We received a total of approximately $0.05

million in associate cash deferrals and $0.04 million in

non-employee director and advisory board retainer and

meeting fee deferrals related to outstanding deferral

options. The opportunity to defer portions of

compensation in exchange for options has not been

offered to associates, directors, or advisory board

members since 2004.

Description of Equity Compensation Plans Not Approved by Shareholders

The 1997 Plan

The 1997 Plan was adopted by the Board of Directors in

1996 and terminated in 2007. The 1997 Plan authorized

the grant of nonqualified stock options.

Options were granted under the 1997 Plan prior to its

termination pursuant to a management option program,

covering a wide range of management-level associates.

The last management options granted under the 1997

Plan, with seven-year terms, expired in 2014. However,

prior to 2005 certain associates could elect to defer a

portion of their annual compensation into stock options

under the 1997 Plan. Many deferral options had 20-year

terms, and they are the only options still outstanding

under the 1997 Plan.

All deferral options granted under the 1997 Plan had an

exercise price discounted from grant date fair market

value: the aggregate exercise price plus the aggregate

compensation foregone equaled the aggregate grant date

fair market value.

As of December 31, 2023, options covering 2,270 shares of

our common stock were outstanding under the 1997 Plan,

no shares remained available for future option grants, and

options covering 21,111,291 shares had been exercised

during the life of the plan. All options outstanding at year-

end 2023 expired in January 2024. The 1997 Plan was filed

most recently as Exhibit 10.2(d) in our Form 10-Q for the

quarter ended June 30, 2009.

The Advisory Board Plan

The Advisory Board Plan was adopted by the Board of

Directors in 2001, and terminated in 2005.

Options granted under the Advisory Board Plan were

granted only to regional and advisory board members, or

to directors of certain bank affiliates, in any case who

were not associates. The options were granted in lieu of

the participants receiving retainers or attendance fees for

bank board and advisory board meetings. The number of

shares subject to grant equaled the amount of fees/

retainers earned divided by one half of the fair market

value of one share of common stock on the date of the

option grant. The exercise price plus the amount of fees

foregone equaled the fair market value of the stock on the

grant date. The options were vested at the grant date.

Those granted on or before January 2, 2004 had terms of

twenty years, and are the only options still outstanding.

As of December 31, 2023, options covering 395 shares of

our common stock were outstanding under the Advisory

Board Plan, no shares remained available for future option

grants, and options covering 19,544 shares had been

exercised during the life of the Plan. All options

outstanding at year-end 2023 expired in January 2024.

The Advisory Board Plan was filed most recently as Exhibit

10.1(h) to our Form 10-Q for the quarter ended June 30,

2009.

VOTE ITEM 3—APPROVAL OF AMENDMENT TO 2021 INCENTIVE PLAN


	59	2024 PROXY STATEMENT

Vote Item 4—Say on Pay

Say on Pay Vote Last Year

At our 2023 annual meeting, the advisory resolution to approve executive compensation, commonly known as “say on pay”—

received a FOR vote of 96% of the shares voted.

Alignment of Pay with Performance

We remain committed to the principle of paying our

executives based on their performance and the company’s

financial and strategic results. Our compensation policies

and practices continue to be designed to align the

interests of all of our associates, including our executives,

with the interests of our shareholders. As always, we seek

to attract, retain, incent, and reward individuals who

contribute to the long-term success of the company. Key

practices linking performance to compensation include

significant weighting of pay mix in favor of awards at risk

for financial or market performance, meaningful share

retention requirements for executives, and correlation of

the payouts of financial performance awards with total

returns to our shareholders. A detailed discussion of the

executive compensation decisions made by the

Compensation Committee, including information on the

achievement of key performance indicators directly

related to goals established for 2023's annual incentive

awards, can be found in the Compensation Discussion &

Analysis portion of this proxy statement beginning on

page 61 .

Say on Pay Resolution

Under Section 14A of the Securities Exchange Act, our

shareholders are entitled to an advisory vote on the

compensation of our named executive officers as

disclosed in this proxy statement pursuant to the

compensation disclosure rules of the Securities and

Exchange Commission, including the Compensation

Discussion & Analysis, compensation tables and the

related material. This advisory vote, commonly known as a

“say on pay” proposal, gives our shareholders the

opportunity to endorse or not endorse our executive pay

program. At the 2023 annual meeting, our shareholders

had the opportunity to cast an advisory vote on how

frequently we should hold a say on pay vote. The Board

recommended and the shareholders approved an annual

frequency for the say on pay vote, and the Board

subsequently determined that we would in fact conduct a

say on pay vote at each annual meeting.

We believe that the information we have provided in the

Compensation Discussion & Analysis, the executive

compensation tables and the related disclosure contained

in this proxy statement demonstrates that our executive

compensation program was designed appropriately and is

working to ensure management’s interests are aligned

with our shareholders’ interests to support the long-term

success of First Horizon. Accordingly, the Board of

Directors unanimously recommends that you vote in favor

of the following resolution:


RESOLVED, that the holders of the common stock of First Horizon Corporation (“Company”) approve, on an advisory basis, the compensation of the Company’s executive officers named in the Summary Compensation Table of the Company’s proxy statement for the 2024 annual meeting of shareholders as such compensation is disclosed in such proxy statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion & Analysis, the executive compensation tables and the related disclosure contained in the proxy statement.

Because your vote is advisory, it will not be binding upon

the Board, and the vote on this item will not be construed

as overruling a Board decision or as creating or implying

any additional fiduciary duty on the Board. However, the

Compensation Committee will take into account the

outcome of the vote when considering future executive

compensation arrangements.

The Board of Directors unanimously recommends that

shareholders vote FOR vote item 4.

VOTE ITEM 4—SAY ON PAY


	60	2024 PROXY STATEMENT

Compensation Discussion & Analysis

CD&A Selected Contents


Executive Summary	61
CD&A Glossary	66
Pay Components & Decisions	67
Total Direct Compensation (TDC)	67
Salary	67
Incentive Mix	67
Annual Cash Incentive	68
Long-Term Incentive Awards	71
Compensation Practices & Philosophies	73
Peer Group & Market Benchmarking	73
Deferral, Retirement, & Other Benefits	74
Clawback Policies & Practices	76
Compensation Governance	76
Compensation Committee Report	77

The Compensation Committee of the Board oversees

compensation for executives, as discussed under

Compensation Committee beginning on page 23 of this

proxy statement. This CD&A section discusses and

analyzes executive compensation decisions made by the

Committee related to 2023. Several technical terms are

used in this section. A glossary is provided on page 66.

This CD&A section, along with the two compensation

sections that follow, focuses on the compensation of five

executives plus one former executive. These five are our

“Named Executive Officers” or “NEOs” for 2023:

Table CDA.1

2023 NEOs


Name	Position
D. Bryan Jordan	Chairman of the Board, President, and Chief Executive Officer
Hope Dmuchowski	Senior Executive Vice President—Chief Financial Officer
Anthony J. Restel	President—Regional Banking
David T. Popwell	President—Specialty Banking
Tammy S. LoCascio	Senior Executive Vice President—Chief Operating Officer

CD&A Executive Summary

Key Events Shaping 2023 Pay

TD Acquisition & Banking Industry Events

In February 2022, shortly after completing systems

integration work related to our 2020 merger of equals

with IBERIABANK Corporation ("IBKC"), First Horizon

entered into a merger agreement with The Toronto-

Dominion Bank ("TD") pursuant to which TD agreed to

acquire First Horizon in an all-cash transaction for $25 per

share, with a modest price escalator if the transaction

closed later than November 2022. The TD acquisition was

still pending when regular annual executive compensation

decisions were made in January 2023. The TD merger

agreement required us to freeze salaries and other 2023

executive pay components at 2022 levels, which we did.

When the 2023 stock awards were granted, our

acquisition-driven stock price was $24.63 per share.

TD made its own post-acquisition arrangements with

certain members of our executive team. We included the

rest in a large company-wide retention program. Under

that program, in January 2023, we granted certain of the

NEOs significant restricted cash unit ("RCU") awards. Each

fixed-dollar award was to vest in two years (approximately

when systems integration would be completed by TD), or

sooner if the executive was discharged by TD after the

acquisition.

In late February 2023, TD informed us, and we reported,

that obtaining regulatory approval of the acquisition

would be delayed. Our stock price fell 11% on that news.

Over the weekend of March 11, the FDIC closed two large

regional banks that had experienced a run on their

deposits. Nearly all U.S. bank stocks were down

significantly on Monday, March 13, a few by more than

75%, as speculation circulated about deposit stability at

certain U.S. banks in particular, and at regional banks in

general. Although still supported by the pending

acquisition, our stock closed at $16.04 that day.

U.S. regional bank stocks, including First Horizon common,

recovered modestly and became less volatile in April.

However, on May 1, 2023, the FDIC closed a third large

regional bank after a slower but extended run on its

deposits. Substantial stock price volatility resumed when

this failure was announced. Most regional bank stocks fell

significantly. Our stock fell 14%, to $15.05, by May 3.

COMPENSATION DISCUSSION & ANALYSIS (CD&A)


	61	2024 PROXY STATEMENT

Around the time of the third bank closure, TD informed us

that it would be unable to obtain regulatory approval on a

timely basis. On May 4, 2023, after negotiating with TD,

we announced that the acquisition agreement had been

mutually terminated by the parties. In connection with the

termination, TD agreed to pay us a significant cash

termination/settlement amount which appreciably

bolstered our earnings and regulatory capital. Moreover,

TD previously had purchased a special series of preferred

stock which, by its terms, was to be converted in June into

more than 4% of our outstanding common shares at a

conversion price of $25 per common share. The

conversion further enhanced our regulatory capital.

Nevertheless, our stock price closed on May 4 at $10.06

per share, a 33% one-day drop.

Critical Retention Problem

Our stock price on May 4 was 59% lower than when the

2023 annual stock awards had been granted in January,

and 44% below the 2022 (pre-TD) grant value. That drop

substantially weakened the retention value of all

outstanding long-term awards other than the executive

RCUs. Those RCUs, however, had significant deficiencies:

they were granted only to a limited number of executives

and their vesting date targeted TD's expected completion

of TD-FHN systems integration. Significant portions of the

company-wide program below the executive level had

similar disconnects from our post-TD needs.

Our Retention and Other Responses

Retention Program Revisions. On Friday and Saturday,

May 5-6, the Compensation Committee re-wrote the

company-wide retention program.

For the executive team, all TD-acquisition RCUs were

canceled, and all NEOs except Mr. Jordan received new

RCUs with a three-year vesting period. The new RCUs also

had a performance feature: an extra 5%, up to a maximum

of 25% of target, will be paid for each $1 that our stock

price, at vesting, exceeds the base price ($10.58 per

share). The Committee viewed this action as critical given

the rapid erosion of the retention value of outstanding

stock awards coupled with the sudden absence of the

retention packages that TD had negotiated with some

executives.

Below the executive level, the Committee generally

canceled long-term awards granted in the program and

replaced them with cash payments and new RCUs. Unlike

the executive team, large numbers of employees received

"something now" to acknowledge keeping the company's

business on track despite distractions from TD, interest

rate increases, and the 2023 banking crisis, and

"something later" to shore up retention gaps caused by

the large stock value drop.

Deposit Campaign. Starting in May, we launched an

aggressive campaign to increase deposits, both from

existing clients and from new-to-bank clients. The

campaign worked, increasing our deposits (net) in the

second and third quarters of 2023 by a total of $5.6

billion, allowing us to greatly reduce non-deposit funding

(borrowing).

Other Marketing Initiatives. As a key follow-up to our

deposit campaign, we launched "promo-to-primacy,"

focused on converting new-to-bank deposit customers

into regular ones, with a special focus on the transition

from promotional to regular rates. Other initiatives

undertaken since May include client experience and "First

Horizon 360" enhancements; omnichannel delivery

enhancements; and new-to-bank checking account offers.

In all, marketing expense in the second and third quarters

of 2023 increased by 50% compared to 2022.

Investor Day. On June 6, a month after termination, we

held our first investor day event since the IBERIABANK

merger of equals closed in 2020. It was also our first non-

merger analyst conference in 17 months. The event re-

introduced us to the market, focusing on results achieved

since the merger of equals had closed in relation to goals

we announced in 2019 and 2020. In light of the banking

crisis, we also provided significant detail regarding our

loans, loan mix, loan commitments, deposits, deposit mix,

early results from our deposit campaign, our funding

situation, and our capital position. In light of the

disruption often associated with merger transactions, we

also provided updates on our employment and retention

experience in 2022 and 2023.

Stock Purchases & Capital. Due to the substantial

uncertainties in the banking industry and among regional

bank investors, we suspended our stock purchase

program in the aftermath of the TD termination even

though our capital position was among the strongest in

the industry and even though our stock price often was

below tangible book value per share. Our stable capital

position supported loan growth in 2023.

CEO Employment Agreement. On August 3, 2023, we

announced an agreement, approved by our Board of

Directors, under which Mr. Jordan, age 61 at that time,

would remain employed as our CEO for the next five

years. All major compensation components for him are

impacted by the agreement. See Jordan Employment

Agreement beginning on page 88 for additional

information.

Performance Highlights in 2023

Key 2023 performance results include:

• The TD termination settlement paid to us in second

quarter was $225 million, an amount equal to our

total quarterly pretax earnings from a year earlier.

• We grew our loan portfolio in 2023 despite major

distractions from the TD transaction, higher interest

COMPENSATION DISCUSSION & ANALYSIS (CD&A)


	62	2024 PROXY STATEMENT

rates, and the banking crisis. Total period-end net

loans increased 5% in 2023.

• Loan losses rose from 2022's very low levels but,

except for one idiosyncratic commercial loan,

remained below long-term norms. Credit quality

remained strong.

• The 2023 deposit campaign worked, with total year-

end deposits increasing 4%. Deposit costs rose

significantly. However, increased deposits allowed us

to reduce borrowings and related expense.

• On balance, key lending/funding metrics showed solid

improvement. In 2023, our net interest income grew

6% compared with 2022, while our net interest

margin improved to 3.42% from 3.10% in 2022.

However, overall results were below budget for 2023,

driven significantly by higher than expected deposit

interest costs.

• Market conditions, especially higher interest rates all

year and a pronounced yield curve inversion the

entire year, resulted in very subdued results from our

bond trading and mortgage-related businesses.

• Our common equity tier 1 ratio, a core measure of

regulatory capital, improved 12% in 2023.

• Our associate retention rate in 2023 was over 90%.

• Our client retention rate in 2023 was over 90%, and

our median client tenure at year-end was 9 years.

Pay & Performance Alignment

First Horizon’s compensation policies and practices are

designed to align the interests of our executives with

those of our shareholders. We seek to attract, retain,

incent, and reward individuals who contribute to our long-

term success. Key practices linking performance to

compensation include:

• Significant weighting of pay mix in favor of

performance-based pay and equity-based

compensation. 61% of the CEO's total direct

compensation was at risk for financial performance in

2023, and 85% was at risk for financial or market

performance.

• Meaningful share retention requirement. Our stock

ownership guidelines extend the effective time

horizon of our stock awards substantially, requiring

executives to hold 50% of net after-tax shares realized

from stock awards until retirement after multiple-of-

salary minimum ownership levels are attained

(increasing to a 75% retention requirement if an

executive holds less than the minimum ownership

level).

Financial performance goals established in January 2023

were focused on business-as-usual metrics that

management could control and that are meaningful to

shareholders' long-term interests in stock value.

Specifically:

Table CDA.2

2023 Financial Performance Metrics


2023 Annual Cash Incentive	• Adjusted Pretax Earnings (PTE) – target payout at budget performance; threshold at 75% of budget, maximum at 125% of budget
2023 Annual PSU Long- Term Incen- tive Award	• ROTCE Rank – target payout at median performance vs KRX index banks over 3-yr period • TSR-rank modifier – ROTCE outcome adjusted based on TSR rank vs KRX banks over 3 yrs

Our strong alignment of pay with performance and

shareholder interests is discussed further in Financial

Performance Related to Incentives and in CEO Pay &

Performance, which immediately follow.

Financial Performance Related to Incentives

Annual Incentive for 2023

The key performance indicator for 2023's annual incentive

was pretax earnings (PTE), adjusted to exclude merger and

certain other expenses and gains. Results are summarized

in Table CDA.3.

Table CDA.3

KPI for 2023 Annual Incentive


KPI	Budget/Goal	Achieved
Adj'd PTE*	$1,507 million	$1,028 million
Fully Adj'd PTE**	$1,507 million	$1,319 million

*Adjusted to exclude merger expenses and gains, non-strategic

results, and certain other amounts.

**Further adjusted as determined by the Committee. See Annual Cash

Incentive starting on page 68.

PTE results were below budget for several reasons related

to the interest rate environment, the banking crisis, and

COMPENSATION DISCUSSION & ANALYSIS (CD&A)


	63	2024 PROXY STATEMENT

the termination of our planned TD transaction.

Quantitative discretionary adjustments brought the

corporate rating to 75%, and further non-quantitative

adjustments resulted in a final corporate rating of 85%.

These actions and their outcomes are explained in more

detail in Annual Cash Incentive beginning on page 68.

PSUs Vested in 2023

The most recent performance stock units to vest were

granted in 2020 and vested in May 2023. The primary

performance goal was our return on tangible common

equity (ROTCE) averaged over the three years 2020-2022,

ranked against the ROTCEs of the fifty banks in the KRX

regional bank index over the same period. The ROTCE

outcome, shown in Table CDA.4, was adjusted based on

total shareholder return achieved over three years (March

2020 to March 2023) ranked against the TSRs of the KRX

banks.

Table CDA.4

KPIs for 2020 PSUs


KPI	KRX Median	FHN Achieved
Average ROTCE over the period 2020-2022	ROTCE = 13.68%	ROTCE* = 18.67%
	Rank = 25th	Rank = 2nd
		Perf. = 150%
TSR over the period 3/15/2020 to 3/15/2023	TSR = 24%	TSR = 77%
	Rank = 25th	Rank = 4th
		Perf. = 125%
Overall Performance		187.5%

*As provided in the original grant terms, FHN's ROTCE was adjusted to

exclude merger expenses and gains, changes in accounting

standards, and certain other amounts. No discretionary adjustments

were made or allowed.

CEO Pay & Performance

Overview

Early each year, the CEO develops a personal plan that

contains financial and strategic goals aligned with the

Board-approved company plan for the year. The CEO

submits that personal plan to the Committee for review

and approval. The Board of Directors also reviews his

personal plan. After the end of each year, the Committee

reviews the CEO’s achievement of plan objectives.

The Compensation Committee considered Mr. Jordan’s

significant contributions to our financial results and

competitive position when making decisions about his pay

for 2023. In each of the past five years, Mr. Jordan has

met or exceeded his personal goals. He continues to

provide consistent, critical leadership.

Mr. Jordan’s leadership is known throughout the industry.

He is a member of the HOPE Global board of advisors and

the governing board of Operation HOPE (which strives to

provide banking services to financially or socially

disadvantaged persons). He has been named CEO of the

Year by Inside Memphis Business, has been featured as a

top-ten CEO in American Banker, and has served as

President of the Federal Reserve Board’s Federal Advisory

Council, a director of the Federal Reserve Bank of St.

Louis, a board member of the American Bankers

Association and of the Tennessee Bankers Association, a

board member of the Bank Policy Institute, and an

executive committee member of the Mid-Size Bank

Coalition of America. These associations and recognitions,

as well as others outside of banking, reflect well on our

company and enhance Mr. Jordan’s connections to the

financial services community.

CEO Pay At Risk for Performance

Of the CEO's 2023 total direct compensation as in effect

before his employment agreement changed his salary and

annual incentive target in August, 60% was at risk for

market performance of our common stock, and 61% was

at risk for financial performance of the company.

Combined, 85% of the CEO's TDC was at risk for market or

financial performance, or for both, as illustrated in this

chart:

CEO Pay Mix

Before Employment Agreement (2023)

COMPENSATION DISCUSSION & ANALYSIS (CD&A)


	64	2024 PROXY STATEMENT

Executive Compensation Changes in 2023

As mentioned above, our merger agreement with TD

prevented any changes in executive salaries for 2023 or in

the other components of total direct compensation. Also

as discussed above, after the TD acquisition was

terminated, the Compensation Committee determined

that making one-time retention awards was more critical

than making adjustments in annual compensation levels.

Mr. Jordan was excluded from that retention award

program.

In August, the Board approved a five-year employment

with Mr. Jordan. As discussed in Jordan Employment

Agreement beginning on page 88, Mr. Jordan's salary rate

(starting August 2023) and annual incentive target

(retroactive to all of 2023) were increased 6% by his

employment agreement to align with updated market

benchmarks. Those changes will continue into 2024, along

with a higher target level (450% of salary, up from 400%)

for long-term awards, resulting in an overall total direct

compensation increase of 13% compared to 2022 and

early 2023.

Based on his employment agreement, of Mr. Jordan's

2024 total direct compensation, 64% (up 4%) will be at risk

for market performance of our common stock, and 61%

will remain at risk for financial performance of the

company. Combined, 86% of his TDC will be at risk for

market or financial performance, or for both, as illustrated

in this chart:

CEO Pay Mix

After Employment Agreement is

Fully Implemented (2024)

Say on Pay Vote History

Each year, we present to our shareholders an advisory

resolution to approve executive compensation. This is

commonly known as “say on pay.” We ask our

shareholders to approve, on an advisory basis, our

executive compensation programs. Table CDA.6 shows

that for each of the past five years, our FOR vote has

exceeded 90%:

Table CDA.5

Recent Say on Pay Outcomes


Year	FOR Vote
2019	97%
2020	94%
2021	97%
2022	94%
2023	96%

Shareholder Outreach

We are committed to enhancing our corporate

governance outreach to engage with, and solicit feedback

from, external stakeholders.

In June 2023, a month after termination of the TD

transaction, we held our first investor day event in many

years. The event re-introduced us to the market, focusing

on results achieved since our IBKC merger-of-equals in

relation to goals we announced before that transaction

closed. In light of the March and May 2023 banking crisis,

we also provided significant detail regarding our loans,

loan mix, loan commitments, deposits, deposit mix, early

results from our deposit campaign, our funding situation,

our capital position, and our employment and retention

experience in 2022 and 2023.

Early in 2024, senior management and three non-

employee directors—Messrs. Compton, Maples, and Reed

—met with a large (greater than 5%) institutional

shareholder. As mentioned above, Mr. Compton chairs

the Board's Nominating and Corporate Governance

Committee, Mr. Maples chairs the Board's Compensation

Committee, and Mr. Reed is our Lead Director. We

discussed corporate governance (metrics, practices, and

the like), recent financial and operating results, risk

COMPENSATION DISCUSSION & ANALYSIS (CD&A)


	65	2024 PROXY STATEMENT

management organization and practices, and related

topics.

Best Practice Policies

Our programs are designed to align with industry best practices, as illustrated in Table CDA.6.

Table CDA.6

Best Practice Policies


	Practices We Employ Include		Practices We Avoid or Prohibit Include
ü ü ü ü ü ü ü ü	Majority of executive pay is performance-based (at-risk) All executive long-term incentives are stock-based and aligned with shareholder interests Incentive measures reflect outcomes that our executives control and that we believe drive shareholder value Performance measures emphasize controllable outcomes for which management is accountable Committee uses an independent compensation consultant Stock ownership guidelines require holding 50% of after- tax vested stock awards during career with the company, rising to 75% if multiple-of-salary minimum stock ownership levels are not met Change in control features and plans include double- trigger (CIC event plus qualifying termination) Clawbacks are mandated for certain restatements of financial results or if executive engages in misconduct or fraud	û û û û û û û	NO tax gross-up features* NO stock option repricings NO discount-priced stock options NO single-trigger change in control plans, awards, or agreements NO dividends paid on long-term incentive awards until vesting; failure to vest means no dividends NO employment agreements* NO hedging transactions allowed in First Horizon stock (e.g., no trading derivatives, no taking short positions, no hedging long positions)

*Although we do not generally have employment agreements with our executives, we entered into a five-year employment agreement with Mr. Jordan

in 2023, when he was 61 years old. As part of his new employment arrangement, Mr. Jordan gave up a tax gross-up feature he had under a legacy

change in control arrangement. See Jordan Employment Agreement beginning on page 88 for additional information.

Direct Compensation Components Overview

The major components of executive compensation in 2023

consisted of cash salary, annual cash incentive, and annual

long-term incentive (LTI) awards. Regular annual LTI

awards for executives in 2023 consisted of PSUs and RSUs.

Table CDA.7 presents an overview of the total direct

compensation components for our executives.

Table CDA.7

Direct Compensation Components in 2023


Component	Primary Purpose	Key Features
Cash salary	To provide competitive baseline compensation to attract and retain executive talent.	Salaries are determined based on prevailing market levels with adjustments for individual factors such as performance, experience, skills, and tenure.
Annual cash incentive	To motivate and reward executives for achieving and exceeding annual performance goals, both company- wide and individual, that support our business strategies.	Key metrics were earnings and merger integration coupled with several other factors, including earnings quality, efficiency, risk management, and individual performance. See Annual Cash Incentive starting on page 68 for details.
Annual LTI awards: PSUs and RSUs	To motivate and reward long-term performance by providing performance and service-vested, equity- based, long-term incentives that reward achievement of specific corporate goals, provide a retention incentive, and promote alignment with shareholders’ interests.	PSUs vest based on pre-defined three-year goals relative to an industry index, modified by our TSR ranking within that index over the same period. RSUs vest after three years and are paid in shares of stock. See Long-Term Incentive Awards starting on page 71 for details.

COMPENSATION DISCUSSION & ANALYSIS (CD&A)


	66	2024 PROXY STATEMENT

CD&A Glossary

NEOExecutive officer named in this CD&A

TDCTotal direct compensation (salary,

annual cash incentive, & annual long-

term incentive awards)

EBPExecutive Bonus Plan

IP2021 Incentive Plan (long-term

incentive awards starting April 2021)

PSUPerformance stock unit award

RSURestricted stock unit award; variations

include ARSU (regular annual award),

BRSU (award granted in lieu of annual

cash incentive), and RRSU (targeted

retention or other special award)

LTILong-term incentive

RCURestricted cash award

Full-value awardAny long-term award other than stock

options

CICChange in control

IBKCIBERIABANK Corporation

TDThe Toronto-Dominion Bank

TD acquisition The proposed acquisition of First

Horizon by TD, agreed to in February

2022 and terminated in May 2023

KPIKey performance indicator

PPNRPre-provision net revenues

ROAReturn on average assets

ROEReturn on average equity

ROCEReturn on average common equity

ROTCEReturn on average tangible common

equity

TSRTotal shareholder return

EPSEarnings per share

GAAP Generally accepted accounting

principles

Pay Components & Decisions

Total Direct Compensation (TDC)

The Committee’s goals are to align target total direct

compensation of executives with peer medians,

recognizing that individual packages may be higher or

lower at any particular time based on individual factors

including performance, experience, skills, tenure, and

retention needs (see Peer Group & Market Benchmarking

beginning on page 73 below).

Salary

Salary is the foundation for all major components of direct

compensation: the size of each incentive is a percentage

of base salary (see Incentive Mix immediately below).

Early each year the Compensation Committee reviews the

salaries of the CEO and other executives, considering

market data, competitive practices within the industry and

the company’s performance.

Executive salary rates early in 2023 were unchanged, as

required by our then-pending merger agreement with TD.

Mr. Jordan's salary rate was increased under his

employment agreement signed in August, as discussed

beginning on page 88. NEO salaries in 2023 are

summarized in Table CDA.8.

Table CDA.8

NEO Salaries 2023


NEO	Annual Rate	Change %
Mr. Jordan (pre-agmt)*	1,060,900	—%
Mr. Jordan (post-agmt)*	1,125,000	6.0%
Ms. Dmuchowski	600,000	—%
Mr. Restel	700,000	—%
Mr. Popwell	700,000	—%
Ms. LoCascio	650,000	—%

*Mr. Jordan's salary rate was increased effective in August 2023 under

his five-year employment agreement.

COMPENSATION DISCUSSION & ANALYSIS (CD&A)


	67	2024 PROXY STATEMENT

Incentive Mix

Key factors considered when incentive target levels are set

include the appropriate mix of salary versus pay at risk for

financial performance or stock value performance and the

mix between short- and long-term compensation. Table

CDA.9 shows that the CEO’s regular compensation

package is more heavily weighted in favor of financial

performance, and more heavily at risk overall, than the

other NEOs. This practice is consistent with the greater

responsibilities of the CEO position, prevalent market

practices among our peer group, and our compensation

philosophy, which endeavors to link a substantial portion

of executive pay to performance. For all NEOs, PSUs were

60% of total LTI awards, while RSUs were 40%.

Table CDA.9

2023 Incentive Mix

(at target level, as a percentage of salary)


NEO	Annual Incentive	Long-Term Incentive Awards
NEO	Annual Incentive	PSUs	RSUs	Total LTI
Mr. Jordan*	150%	240%	160%	400%
Ms. Dmuchowski	85%	90%	60%	150%
Mr. Restel	100%	120%	80%	200%
Mr. Popwell	100%	120%	80%	200%
Ms. LoCascio	100%	120%	80%	200%

*Mr. Jordan's employment agreement changed his salary rate but did

not change the annual incentive percentage, which remains 150%. His

agreement made no changes to his 2023 annual LTI awards, which

were 400% of his original salary.

Annual Cash Incentive

In January 2023, with the TD acquisition pending, the

Committee created 2023 cash incentive opportunities on a

business-as-usual basis. Incentives were based on pretax

earnings (PTE) as the key driver of outcomes for 2023. PTE

is a performance measure often used by financial industry

analysts and regulators in forecasting, modeling, and risk

management and has been used by First Horizon for many

years. The Committee allowed for a discretionary

corporate rating adjustment, consistent with past

practices, as well as for individual ratings. These decisions

are illustrated in Tables CDA.10a and 10b.

Table CDA.10a

Annual Cash Incentive 2023 Program

Factors & Adjustments

Corporate Rating Factor:

• Adjusted Pretax Earnings (PTE) vs. budget

Adjustments:

• Corporate Rating Adjustment

• Individual Rating

Table CDA.10b

2023 PTE Factor Drivers


Adjusted PTE	% of Budget	PTE Factor
$1,884 million & above	125% & above	150%
$1,507 to $1,884 million	100% to 125%	100% to 150%
$1,507 million	100%	100% (target)
$1,130 to $1,507 million	75% to 100%	50% to 100%
below $1,130 million	below 75%	0%

Corporate Rating: Adjusted PTE

Pretax earnings is a commonly used measure of overall

corporate performance. It reflects all revenues and

expenses of the enterprise except for taxes. Although tax

expense can be managed to a degree, it can be volatile

due to changes in the tax code and rules, all of which are

beyond management's control.

Pre-Defined (Required) PTE Adjustments

The Committee, in setting the performance goals,

provided that PTE would be adjusted for certain specific

items, including changes in accounting principles and

certain unusual or non-recurring items, such as litigation

settlements. Also, income and expenses recognized for

pending or completed mergers were adjusted out of

budget figures and therefore would be removed from PTE

calculations. As discussed below in 2023 Annual Cash

Incentive Outcomes, the merger adjustment played a key

role in outcomes this year.

Discretionary Corporate Rating Adjustment

The calculated corporate rating—PTE with all required

adjustments—can be further adjusted by the Committee

to arrive at a final corporate rating. This adjustment could

encompass both quantitative and non-quantitative

considerations, including, among other things:

• Balanced scorecard results

• Quality of earnings assessment (up to +/–20%)

• Other adjustments, as determined by the Committee

The balanced scorecard process ranks our company

relative to peer group companies on various financial

measures. The scorecard process uses quantitative

financial measures and peer rankings but is not used in a

quantitative manner to determine a specific numerical

rating.

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	68	2024 PROXY STATEMENT

For quality of earnings, the Committee intended, among

other things, to take account of unusual shortfalls or

windfalls in revenues associated with interest rate

movements, asset sales, and other uncontrollable or

unusual events during the year relative to budgetary

expectations.

Individual Ratings

In addition to the corporate rating, which applies to all

NEOs, the Committee also considers each NEO’s individual

performance in determining final results. Each individual

rating is based on the Committee’s assessment of

personal plan results and any other individual factors the

Committee chooses to consider. Individual ratings range

from 0% to 150% and are multiplied by the corporate

rating to arrive at a final performance percentage for each

executive. The Committee retained the ability to adjust

the personal plan outcome for a given executive for any

reason, but with a focus (in January 2023) on these areas:

risk management, quality of earnings, and non-strategic

outcomes.

Mr. Jordan's personal plan is approved by the Committee

each year. Other executive personal plans support, and

substantially overlap with, Mr. Jordan's. Consistent with

the Committee's business-as-usual approach, Mr. Jordan’s

2023 personal plan included two major performance

groups, both with an over-arching goal of achieving top-

quartile long-term performance. His 2023 personal plan

was largely similar to 2022's but with enhanced emphasis

on growing selectively and maintaining sound banking

practices. Those enhancements were borne from

substantial concern, prevalent early in 2023, that the

economy was likely to enter a recession in 2023 or 2024.

CEO Personal Plan Goals for 2023

Strategic Priorities (50% weighting)

• Growing our Core

◦ Execute Regional & Specialty banking segment plans

to deliver sound, profitable growth

◦ Leverage investments in digital, treasury

management, and marketing to support growth with

an emphasis on being more selective with

underwriting, digital, and treasury management

initiatives

• Selective Transformation

◦ Materially reduce costs of delivery and simplify

processes with a focus on safety and soundness

◦ Increase specialization to drive higher margins

◦ Continue to enhance cybersecurity and delivery

models to increase productivity while avoiding

disruptive change

• Supporting our People & Communities

◦ Be an employer of choice, demonstrating the ability

to attract, develop, and retain top talent

◦ Support our communities through reinvestment and

social responsibility

Financial Performance (50% weighting)

• Drive consistent financial metrics

◦ Financial results: EPS growth; ROTCE; tangible book

value per share

◦ Efficiency & productivity: revenues per employee;

revenues per dollar of assets; efficiency ratio

◦ Operational execution: loan, fee income & new to

bank deposit growth; net charge-offs; new verticals/

new digital revenue; cost savings; critical talent

attrition; ESG/DEI performance; NPS (client loyalty,

satisfaction, and enthusiasm score)

• Strengthen downturn readiness by minimizing risks

associated with portfolio credit quality

• Execute a sound risk management & governance

strategy

• Create shareholder value

Actual individual rating outcomes are discussed under

2023 Annual Cash Incentive Outcomes below.

Target Amounts

The dollar amount of each executive bonus opportunity

that would be paid for target-level performance was

determined by the Committee as percentages of salary, as

described above under the caption Incentive Mix

beginning on page 67. Our merger agreement with TD

required the Committee to freeze 2023 salaries and target

amounts at 2022 levels. The NEO target amounts for 2023

are presented in Table CDA.13 below.

After the TD acquisition transaction was terminated, our

Board approved a five-year employment agreement with

Mr. Jordan, as discussed above under the caption

Executive Compensation Changes in 2023 beginning on

page 64, and below under the caption Jordan Employment

Agreement beginning on page 88. The employment

agreement maintained Mr. Jordan's annual cash incentive

target at 150% of salary, but applied that percentage for

2023 to his new salary rate under the agreement, which

increased 6% from the year before.

2023 Annual Cash Incentive Outcomes

Calculated PTE

The calculated PTE outcome for 2023, with all required

quantitative adjustments as set up early in the year and

before any qualitative adjustments, was well below

budget. Key factors impacting the calculated PTE outcome

are summarized in Table CDA.11. As shown in the Table,

all negatively impacted calculated PTE by significant

amounts.

COMPENSATION DISCUSSION & ANALYSIS (CD&A)


	69	2024 PROXY STATEMENT

Table CDA.11

Key Impacts in 2023 on Calculated PTE


PTE Impactor	Impact	Effect on PTE calc.	Committee Views
Fee paid to FHN in May to terminate merger	$225 million of income above budget	All merger-related items were adjusted out of calculated PTE	The PTE calculation ignored merger costs, which were $51 million in 2023, but also ignored the much larger amount we received when the merger terminated. The settlement negotiated by management was significantly higher than the standard break-up fee provided in the merger contract.
Post-merger company-wide retention program, prompted by the merger termination	$26 million of 2023 expense above budget	Merger retention expenses were to be adjusted out of calculated PTE. Non- merger retention was to be included.	The merger retention program was adjusted significantly after the merger ended. The overall scope and costs were not significantly expanded post- merger, but the expense was viewed as entirely post-merger. This un- budgeted expense reduced calculated PTE. Other expenses, not separately tracked but roughly estimated to be in excess of $50 million, also were driven up in the aftermath of the merger termination and banking crisis.
Special donation to First Horizon Foundation following the TD termination	$50 million of expense above budget	The donation was not considered merger expense and was not adjusted out of calculated PTE	The Committee fully supports management's decision to make a positive statement to the public generally, and to our communities in particular, through this unplanned special donation. This action was critical in the immediate aftermath of the TD merger termination and the then-recent bank failures.
FDIC special assessment related to three major bank failures in 2023	$68 million of expense above budget	FDIC special assessment expense was not adjusted out of calculated PTE	The FDIC has imposed a special assessment over multiple quarters to cover losses to the deposit insurance fund from the bank failures in 2023. Accounting rules required us to recognize the entire assessment in fourth quarter 2023.

The Committee believes that these impacts, all of which

worked against the PTE calculation for 2023 annual cash

incentives, either were outside of management's control

or were necessitated by sudden exigencies that arose

outside of management's control. Other significant

impacts on 2023 results, less discrete than those listed

above, also mostly hurt PTE and, in many cases, either

were not within management's control, such as marketing

costs, or were necessitated by events noted above. As a

result, the Committee decided that significant qualitative

adjustments were called for this year.

Discretionary Adjustments to PTE & Corporate Rating

In February 2024, the Committee made the following

quantitative changes to how the 2023 annual incentives

would be determined:

• The merger termination fee was added back to PTE.

The Committee believes this very roughly balances

out against the other key impacts listed in Table

CDA.11, two of which remain included in the

calculation, and also against significant post-merger

increases in ordinary expenses such as marketing.

• The FDIC special assessment expense was excluded

from the PTE calculation.

• Two smaller items, related to asset impairments and a

business unit disposition, were excluded from the PTE

calculation. The net impact was to reduce calculated

PTE by $1.4 million.

The Committee also made a non-quantitative adjustment

to the fully-adjusted calculated PTE outcome of +10%. Key

factors, none of which were weighted in any particular

way, considered by the Committee in making this

adjustment were:

• Net interest income for 2023 was $318 million below

budget due to unexpected elevated funding costs,

especially related to deposits.

• Fixed income and mortgage revenues continued to be

down in 2023 due to the continued adverse interest

rate environment, including the highly unusual

continuation all year of 2022's yield curve inversion.

• The management team performed exceptionally well

in extremely challenging conditions, maintaining

operational performance despite substantial

distractions from the termination of the merger

transaction while the banking crisis was unfolding.

Other Factors

As noted above, overall credit quality remained strong in

2023 even with an unexpected single large commercial

loan default. The quality of earnings was in line with

overall expectations. In the balanced scorecard process,

we ranked in the top quartile for six metrics, the bottom

quartile for six others, and in the middle quartiles for the

others. Several of the top and bottom rankings were

driven strongly by the TD transaction, such as 2022's total

shareholder return (top rank) vs. 2023's (bottom rank).

Final Corporate Rating

The quantitative and qualitative determinations leading to

the final corporate rating are summarized in Table CDA.12.

COMPENSATION DISCUSSION & ANALYSIS (CD&A)


	70	2024 PROXY STATEMENT

Table CDA.12

2023 Corporate Rating


Drivers (Wt)	Results & Rationales	Corp. Rating
PTE (100%) • Outcome: 75%	PTE for 2023, after all adjustments mentioned above, was 88% of forecast/ budget.	85%
Discretionary Adjustments: • Outcome: +10%	Key factors: net interest income and, to a lesser extent, noninterest income down substantially due to environmental factors and management's exceptional performance handling the merger termination and its aftermath while a national banking crisis unfolded.	85%

Individual Ratings

The Committee determined that Mr. Jordan achieved an

individual rating of 100%. Other NEOs received individual

ratings ranging from 100% to 118%, as shown in Table

CDA.13. Mr. Jordan's rating was driven by the

considerations noted above. Key among them were his

outstanding leadership during a time of serious crisis

balanced against the fact that overall results were well

below budget. Other individual rating outcomes among

the NEOs were based on individual exceptional

performance balanced, in some cases, against specific

events that resulted in sub-optimal outcomes.

2023 Outcomes

Applying these processes and determinations to the target

opportunities established early in the year for each NEO

led to the outcomes in Table CDA.13.

Table CDA.13

2023 Annual Incentive Outcomes


NEO	Target ($)	Corp. Rating	Indiv. Rating	Incentive Paid ($)
Mr. Jordan	1,687,500	85%	100%	1,434,375
Ms. Dmuchowski	510,000	85%	118%	510,000
Mr. Restel	700,000	85%	100%	595,000
Mr. Popwell	700,000	85%	100%	595,000
Ms. LoCascio	650,000	85%	108%	595,000

Long-Term Incentive Awards

2023 Regular Annual LTI Award Mix

As mentioned above, in 2023, the annual long-term

incentive award mix for all NEOs was 60% PSUs, 40%

RSUs. The Committee believes that these components

provided an appropriate balance between performance

and retention. First Horizon granted no compensatory

stock option awards in 2023.

Further information about each award type is provided in

the remainder of this discussion.

Performance Stock Units (PSUs)

Consistent with our philosophy to tie a significant portion

of our executives’ pay to our long-term performance and

align executives' interests with shareholders', the

Committee believes PSUs should comprise a majority of

the long-term incentive program. PSU awards vest only if

pre-defined goals are achieved over a three-year

performance period. The metrics are established at the

beginning of each performance period. The Committee

approves the performance metrics and goals each year

based on the company’s objectives at that time, and may

change the types and amounts of awards compared to

prior years based on desired managerial focus,

competitive pressures, and other factors.

For the 2023 PSUs, payout is based on how we rank

relative to the group of banks included in the KBW

regional bank index (symbol KRX), an objective industry

comparator group. We believe these metrics and the

relative perspective reflect how many shareholders view

our performance. Specifically, the vesting percentage of

2023 PSUs will be based on achievement of two metrics:

• Our adjusted ROTCE ("A-ROTCE") averaged over the

three-year period 2023-2025, ranked against the

average ROTCE results of the KRX banks.

• A TSR modifier, applied to the A-ROTCE outcome. Our

TSR performance will be ranked against the KRX

banks.

Both rankings will follow our traditional practice: top-

quartile performance will result in maximum payout, and

bottom-quartile performance will result in 0% (A-ROTCE)

payout or minimum (TSR) modification. For the middle

quartiles, the percentages are interpolated. The A-ROTCE

percentage (of target) will range from 0% to 150% (with

50% the “threshold” level), the TSR percentage will range

from 75% to 125%, and the final payout calculation will

multiply the two with equal weighting. Dividends accrue

until payment and are paid to the extent the underlying

units vest.

COMPENSATION DISCUSSION & ANALYSIS (CD&A)


	71	2024 PROXY STATEMENT

If the TSR percentage outcome is similar to the ROTCE

outcome, the TSR adjustment will amplify the degree to

which the overall payout percentage deviates from target.

For example, if both percentages are 109%, overall payout

will be 119%; if both percentages are 85%, overall payout

will be 72%. On the other hand, if one measure is above

target and the other is below, the TSR adjustment will

moderate the degree to which overall payout will deviate

from target. The Committee believes using the TSR

modifier in this manner more closely aligns PSU awards

with the interests of shareholders.

The adjustments to our ROTCE are the same as the

required adjustments associated with the 2023 annual

incentive opportunity, discussed earlier under Annual

Cash Incentive starting on page 68.

For the 2023 PSUs, the KRX index represented 50 regional

banks, a wider range of institutions than those in our peer

group used for most benchmarking purposes. For 2023

PSU awards, the Committee believed that an

independently-selected comparator group, like the banks

in the KRX index, provided a larger, more stable group

against which to measure our performance over a three-

year period. This rank structure was continued from

recent years primarily because the use of a relative-rank

goal rather than an absolute measure should provide a

better reflection of our results versus competitors, from

an investor perspective. It was chosen in part because of

the volatile environment for us and our industry. The

awards should self-adapt to industry events that will

unfold over a three-year time horizon and cannot be

predicted in advance.

Most Recent PSU Performance

The most recent PSUs with final performance determined

were granted in February 2020 with a 2020-22 ROTCE

performance period, vesting in May 2023. The

performance outcome for that award is presented above

under Financial Performance Related to Incentives

beginning on page 63, especially in Table CDA.4.

Restricted Stock Units (RSUs)

RSUs align executives’ interests with shareholder interests

by providing rewards in stock and rewarding for increases

in our stock value. These awards also promote ownership

and retention through service-based vesting and our stock

ownership guidelines. Regular annual RSUs cliff-vest in

March three years after grant if the NEO remains

employed with the company through the vesting date.

Special RSU awards can and often do have longer vesting

periods. Like PSUs, RSUs are settled in shares, and

dividends accrue during the vesting period. Dividends are

paid in cash if and when the award vests.

Special LTI Awards

The Committee occasionally approves special retention

awards on a targeted basis, or in connection with a new-

hire situation. As mentioned above in Key Events Shaping

2023 Pay beginning on page 61, in 2022 First Horizon

established a major retention program connected with the

then-pending TD acquisition. Awards were made

throughout the company, consisting of cash, RSUs, or a

combination. At the executive level, early in 2023, the

Compensation Committee granted two-year fixed-dollar

RCU awards to those executives with whom TD had not

made its own retention arrangements.

Termination of the TD merger agreement in May 2023—

just a few days after a third major bank failure—created a

retention crisis throughout the company. Unvested

regular stock awards had lost more than half of their value

over the preceding three months, and the TD retention

program was not well suited to our needs post-TD. For the

executive team, the Committee responded by canceling all

TD-related RCU awards, and granting new three-year RCU

awards to all executives other than Mr. Jordan. For

additional details, see Critical Retention Problem and Our

Retention and Other Responses within Key Events Shaping

2023 Pay beginning on page 61. These special retention

RCUs are reflected in Columns (c) through (e) of Table

RC.2 within Grants of Plan-Based Awards beginning on

page 80. The size of each RCU award was determined

primarily based on the executive's position and perceived

retention gaps.

In August, 2023, the Board of Directors approved a five-

year employment agreement with Mr. Jordan. The

agreement provided for all major components of his

compensation package, and included a special equity

award consisting of five-year PSUs ($3 million grant value)

and RSUs ($2 million grant value). See Jordan Employment

Agreement beginning on page 88 for additional details.

The award was an integral part of the employment

package offered to Mr. Jordan, with a cliff-vesting period

coincident with the five-year employment period. The

award is reflected in Column (e) of the Summary

Compensation Table (Table RC.1) on page 78 and in

COMPENSATION DISCUSSION & ANALYSIS (CD&A)


	72	2024 PROXY STATEMENT

Columns (f) through (i) of Table RC.2 within Grants of Plan-

Based Awards beginning on page 80.

Dividends Related to LTI Awards

For PSUs and RSUs, cash dividends accrue during the

vesting period but are paid (without interest) only if and

when the award vests. If an award forfeits, dividends also

forfeit.

Valuation of LTI Awards

All regular annual 2023 long-term incentive awards were

based upon the 2023 salary rates and incentive mix

discussed above. Our closing stock price on the grant date,

January 23, 2023, was $24.63 per share. See Incentive Mix

on page 67 for details.

The $10.58 base price of the performance feature used in

the executive retention RCUs was a 20-day average closing

price of our stock near the grant date, which was May 6,

2023. Mr. Jordan's special equity awards were valued

using the closing price of our stock on the grant date,

August 3, 2023, which was $13.41 per share.

Compensation Practices & Philosophies

Our compensation programs are designed to attract and

retain experienced and talented executives who develop

and execute strategic goals driving long-term shareholder

value. We recruit from a broad talent pool including other

large regional banks as well as other industries. In return,

our people may be recruited by competitors, other

financial services firms, and firms in other industries. Our

executive compensation program is designed to provide

pay opportunities that are competitive and enable us to

attract and retain top talent. While target pay is designed

to be competitive, a substantial majority of regular annual

executive pay is variable and tied to overall company and

individual performance, stock price, or both. The mix of

fixed and at-risk components is examined in the Pay &

Performance Alignment section, which begins on page 63.

Peer Group & Market Benchmarking

Peer Benchmarking

The Committee’s independent consultant conducts

comprehensive benchmarking of our peer group to

provide reference for pay levels as well as program

designs for the organization. The Committee uses this

information to set or adjust salaries, target incentive

opportunities and determine the components of direct

compensation for executives. The Committee’s

preferences and goals are to set target total direct

compensation aligned with peer median, recognizing that

individual packages may be higher or lower at any

particular time based on individual factors including

performance, experience, skills, tenure and retention

needs.

For the 2023 pay year, executive compensation levels

were frozen by the TD merger agreement. Benchmarking

and other normal pay-review and pay-adjustment

practices were diminished in 2023 for executives. Normal

practices resumed after the TD acquisition terminated in

May and will be used for 2024 compensation.

Peer Group Composition

To ensure our pay programs are competitive and fair, the

Compensation Committee normally reviews the

compensation practices of a peer group of selected U.S.

banks of roughly comparable size and business mix. The

Committee uses peer group data to benchmark our

executive compensation and to provide context and

reference points when setting pay levels.

Our peer group used in 2023 before the TD acquisition

terminated was carried over from 2022. The group

included 16 regional banks with assets (at December 31,

2022) ranging from $54 billion to $227 billion. Our 2023

peer banks are shown in Table CDA.14a, with First Horizon

included for context.

Table CDA.14a

Peer Banks for 2022-2023


Rank	Peer	Assets $B
1	Citizens Financial Group, Inc.	227
2	First Republic Bank*	213
3	SVB Financial Group*	212
4	Fifth Third Bancorp	207
5	M&T Bank Corporation	201
6	KeyCorp	190
7	Huntington Bancshares	183
8	Regions Financial Corporation	155
9	Signature Bank*	110
10	Zions Bancorporation	90
11	Comerica, Inc.	85
	First Horizon Corporation	79
12	Popular, Inc.	68
13	People’s United Financial**	65
14	East-West Bancorp, Inc.	64
15	Synovus Financial Corp.	60
16	CIT Group Inc.**	54

*Bank failed in 2023.

**Acquired by another bank in 2022; assets shown pre-acquisition.

COMPENSATION DISCUSSION & ANALYSIS (CD&A)


	73	2024 PROXY STATEMENT

Because the TD acquisition was pending for most of 2022

and the first four months of 2023, the Committee did not

revise the peer group for the 2023 pay cycle.

In July 2023, after the TD acquisition was terminated, the

Committee assessed recent consolidations and failures

among regional banks near our size. Based on that review,

the Committee significantly revised the peer group for

2024. The new peer group, shown in Table CDA.14b,

includes 17 banks, of which seven are new. Based on asset

size, First Horizon is closer to the middle of the revised

peer group. In table CDA.14b, asset sizes are shown as of

March 31, 2023. Although the 2024 peers were not used

for 2023 pay generally, they were used to benchmark the

pay package offered to Mr. Jordan in his employment

agreement signed in August. For additional information,

see Jordan Employment Agreement beginning on page 88.

Table CDA.14b

Peer Banks for 2024


Rank	Peer	Assets $B
1	Citizens Financial Group, Inc.	222
2	First Citizens Bancshares, Inc.	214
3	Fifth Third Bancorp	209
4	M&T Bank Corporation	203
5	KeyCorp	198
6	Huntington Bancshares	189
7	Regions Financial Corporation	154
8	Comerica, Inc.	91
9	New York Community Bancorp, Inc.	90
10	Zions Bancorporation	89
	First Horizon Corporation	81
11	Webster Financial Corporation	75
12	Western Alliance Bancorporation	71
13	Valley National Bancorp	64
14	Synovus Financial Corp.	62
15	Wintrust Financial Corporation	53
16	Cullen/Frost Bankers, Inc.	51
17	Pinnacle Financial Partners, Inc.	45

Tally Sheets

The Committee uses tally sheets to review executive pay

packages and when considering adjustments to executive

pay levels and mix. A “sheet” for each executive

summarizes all major categories of current and recent

direct compensation, including the aggregate retention

value and duration of unvested awards. Tally sheets are

reviewed in conjunction with peer group market data

related to each executive position.

Deferral, Retirement, & Other Benefits

Benefits other than Change in Control

In order to remain competitive in retaining and recruiting

talent, we provide retirement and other post-employment

benefits that we believe are customary in our industry.

Table CDA.15 summarizes the major types of benefits

provided to NEOs. Several of these benefits are broad-

based, meaning that they are available to most or all full-

time associates, and many others are available generally

to associates whose compensation levels exceed certain

thresholds, regardless of officer status.

COMPENSATION DISCUSSION & ANALYSIS (CD&A)


	74	2024 PROXY STATEMENT

Table CDA.15

Non-CIC Benefits Summary


Benefit	Type	Benefit Provided	Further Information
Savings Plan (broad-based)	Tax-qualified defined contribution (retirement savings)	Participants may defer a portion of salary into a fully funded tax-advantaged savings account, up to IRS dollar limits. We provide a 100% match on the first 6% of salary deferred, subject to IRS limits.	Match amounts for the NEOs are included in column (i) of the Summary Compensation Table on page 78, with additional information provided in Table RC.1b and its explanatory notes.
Savings Restoration Plan	Nonqualified deferral	Provides a restorative benefit to savings plan participants whose compensation exceeds IRS limits, as if the savings plan were not subject to those limits.	Restoration match amounts for the NEOs are included with savings plan match amounts; see the row above. Match amount and withdrawal information is provided under Nonqualified Deferred Compensation Plans beginning on page 87.
Deferred Compensation Plan	Nonqualified deferral	Participants may defer payment of a portion of salary, annual incentive, and other cash compensation. Taxation deferred until paid; no company match. Plan pays at- market returns indexed to the performance of certain mutual funds selected by the participant.	Deferral and withdrawal information for the NEOs, along with other plan information, is provided under Nonqualified Deferred Compensation Plans beginning on page 87.
Pension Plan (broad-based)	Tax-qualified defined benefit (retirement)	Participants earned a defined retirement benefit dependent mainly on salary level (up to IRS limits) and tenure. The plan was closed to new hires after August 31, 2007; the benefit was frozen at year-end 2012. Of the NEOs, only Messrs. Jordan and Popwell participate.	Pension benefit information for the NEOs, along with other plan information, is provided under Pension Plans beginning on page 86. Any change in pension value for the NEOs is included in column (h) of the Summary Compensation Table on page 78 and the related note.
Pension Restoration Plan	Nonqualified defined benefit (retirement)	Provides a restorative benefit to pension plan participants. The two plans work together as if the IRS limits did not exist.	Restoration benefits and value changes are included with those of the pension plan; see the row above.
Health & Welfare Programs (broad-based)	Cafeteria benefit program	Associates may elect annually to participate in several programs such as health and dental insurance, vision, dependent care, etc. We provide an allowance for this purpose based on salary, tenure, and certain wellness incentives, subject to IRS limits. A participant may elect to use any leftover allowance for the savings plan.	The amounts of these broad-based benefits for the NEOs are not reported in other tables or charts of this proxy statement, except that any savings plan contributions made by the company are reported as part of the match amounts. See the Savings Plan row above.
Survivor Benefit Plan	Death benefit	Provides a benefit of 2.5 times base salary if death occurs during active service, which is reduced to 1.0 times salary if death occurs following departure due to disability or retirement. This executive benefit substitutes for a broad- based survivor benefit.	Cost amounts for the NEOs are included in column (i) of the Summary Compensation Table on page 78, with additional information provided in Table RC.1b and its explanatory notes.
Executive Disability Program	Disability benefit	The executive benefit cap is $25,000 per month. An executive may elect to purchase, with personal funds, an additional disability benefit of up to $5,000 per month. This executive benefit substitutes for a broad-based survivor benefit.	Cost amounts for the NEOs are included in column (i) of the Summary Compensation Table on page 78, with additional information provided in Table RC.1b and its explanatory notes.
Other	Miscellaneous	We provide items customary in our industry, including financial counseling, an executive charitable gift match program, executive home security, limited usage of corporate aircraft, and executive wellness.	Cost amounts for the NEOs are included in column (i) of the Summary Compensation Table on page 78, with additional information provided in Table RC.1b and its explanatory notes.

Change in Control (CIC) Benefits

The financial services industry experiences periods of

significant consolidation, driven by efficiency pressures

and regulatory compliance cost structures. Although

consolidation has created substantial business

opportunities for us and others, it also has created

substantial personal uncertainties for associates. Our CIC

plan and legacy agreements were put in place to address

these uncertainties.

Our Board of Directors has adopted a Executive Change in

Control Severance Plan (the “CIC Plan”). All of the NEOs

except Mr. Popwell are participants in the Plan. When it

was created, in 2021, we stopped offering individual CIC

severance agreements and began offering participation in

the CIC Plan. Each legacy CIC severance agreement

(discussed below) will remain in place unless the executive

is invited to participate in the CIC Plan and agrees to

switch. We expect the CIC Plan to supplant the legacy

agreements by attrition over time.

The CIC Plan provides benefits if employment is

terminated in connection with a CIC event. It provides no

employment protection if a CIC event occurs—merely

benefits if employment ends in particular ways—and it

provides no benefits at all absent a CIC event. Also, it

provides no tax gross-up protection if benefits exceed

certain tax-law limits. Additional information about the

CIC Plan is provided under the caption CIC Severance Plan

within the Change in Control (CIC) Arrangements section,

which begins on page 90.

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	75	2024 PROXY STATEMENT

The primary objective of our CIC Plan is to allow us to

compete for executive talent during normal times,

mitigating the personal risk that a CIC would present. If a

CIC situation arises, the Plan also provides an incentive for

our executive team to remain with the company, focused

on corporate objectives, during the pursuit, closing, and

transition periods that accompany CIC transactions in our

industry.

We have a legacy CIC severance agreement with Mr.

Popwell. It is not an employment agreement. Like the CIC

Plan, the agreement provides benefits if employment is

terminated in connection with a CIC event, but otherwise

provides no employment protection. His and other legacy

CIC severance agreements offered benefits similar to the

CIC Plan described above and were used for the same

purposes: to allow us to compete for executive talent

during normal times and to provide an incentive for our

executive team to remain with the company, focused on

corporate objectives, during the pursuit, closing, and

transition periods that accompany CIC transactions.

Additional information about these contracts is provided

under the caption CIC Severance Agreements within the

Change in Control (CIC) Arrangements section, which

begins on page 90. Until August 2023, Mr. Jordan also had

a legacy CIC severance agreement. He gave up that

agreement to participate in the CIC plan.

The IBKC merger of equals that closed in 2020 was a CIC

transaction under legacy IBKC’s CIC agreements. Mr.

Restel signed a letter agreement with regard to his legacy

CIC severance agreement with IBKC. Additional

information about his letter agreement is provided under

the caption Restel Letter Agreement beginning on page 89.

Under many of our programs, a CIC event can cause

awards or benefits to vest, be paid, or be calculated and

paid at target payout levels. The main objective of these

features is to allow us to offer competitive compensation

packages in an industry where robust periods of

consolidation occur. Like our CIC severance agreements,

these program features have a double trigger, which

means that vesting or payment is accelerated only when a

CIC event results in termination of employment.

Clawback Policies & Practices

Performance compensation under our executive bonus

programs, long term incentive awards, or otherwise that is

paid based on erroneous financial data is recoverable

under our Compensation Recovery Policy if the recipient

caused the error or is responsible for the data’s accuracy.

Additional clawback provisions apply to most types of

stock awards if certain misconduct occurs, such as fraud or

solicitation; if grant or payment of an award is based on

erroneous financial data; or if employment is terminated

for cause. The look-back period for recovery for stock

awards is two years after vesting.

Under our Erroneously Awarded Compensation Recovery

Policy, adopted in 2023, certain financial restatement

events will trigger an assessment by the Compensation

Committee to determine if previously-paid executive

compensation was incorrectly too high. If compensation

paid was too high, we are required to recover the

overpayment from each applicable executive. The Policy

requires recovery whether or not the executive is at fault

in relation to the restatement or the overpayment.

Generally, the Policy applies only to compensation that

has performance conditions to vesting (e.g., bonuses and

PSUs) or had performance conditions to initial grant (e.g.,

bonus-driven RSUs), and applies only to executives.

If the same compensation is subject to recovery under

more than one policy, it may be recovered only once.

Compensation Governance

Stock Ownership Guidelines

Under our stock ownership guidelines, all NEOs and

directors are required to retain 50% of the net after-tax

shares received from stock awards. The retention level

increases to 75% if the person fails to meet certain

minimum stock ownership levels. For each person, the

retention requirement applies during the rest of their

career with us, although executives who reach age 55 are

permitted to sell shares held at least three years to

diversify ahead of retirement. Supportive of the

guidelines, a separate policy prohibits hedging our stock.

The CEO’s minimum ownership level under the guidelines

is six times cash salary. The minimum levels for the other

named executives are two or three times their respective

cash salaries, depending upon position. For this purpose,

shares owned outright, restricted stock, RSUs paid in

shares, and shares held in tax-deferred plans are counted,

while PSUs, stock options, and RSUs paid in cash are not

counted.

We intend for the combined emphasis on corporate

performance in setting executive compensation and

meaningful stock retention to strongly link the interests of

our executives with those of our shareholders.

Guideline ownership levels are assessed annually in the

third quarter. In the 2023 assessment, all active NEOs

except Ms. Dmuchowski exceeded guideline ownership

levels, and all complied with the retention requirement.

Ms. Dmuchowski was hired in late 2021; as noted above,

COMPENSATION DISCUSSION & ANALYSIS (CD&A)


	76	2024 PROXY STATEMENT

by third quarter 2023 our stock price, and the value of her

stock awards, had fallen substantially.

Compensation Consultants

For 2023, the Committee engaged Meridian

Compensation Partners, LLC (“Meridian”) to provide

analysis and advice on all executive and director

compensation-related matters, including peer group

development, market benchmarking, trends and best

practices, and incentive program design. Among other

things, Meridian assisted the Committee in its reviews of

compensation program actions recommended by

management in 2023.

Key engagement items were:

• Review and discuss written Committee materials in

preparation for meetings

• Confer with the Committee chair and management

regarding compensation matters

• Regularly meet with the Committee

• Provide observations on current external trends and

developments

• Advise the Committee regarding executive programs

for annual cash incentives and long-term equity

awards approved during and for 2023

• Advise the Committee regarding current peer and

market practices related to annual incentive, long-

term incentive, and change in control plans and

programs

• Advise the Committee regarding the CIC Plan and CIC

arrangements

• Assist the Committee in preparing for shareholder

outreach and engagement

The Committee determined that Meridian is independent

and has no other relationships with the Company or

management.

Additional information concerning our use of

compensation consultants appears under the caption Use

of Consultants, which begins on page 24.

Management Role

Management administers our compensation plans,

monitors compensation programs used by other

companies, and considers whether new or amended

compensation programs are needed to maintain the

competitiveness of our executive compensation packages.

Management provides information and presents

recommendations to the Committee for approval. The

CEO provides recommendations to the Committee related

to executives reporting to him. No member of

management, including the CEO, is a participant in the

meeting(s) during which his or her pay is discussed. The

Committee regularly meets in executive session without

management.

Compensation Committee Report

The Compensation Committee Report is provided under the caption Compensation Committee Report at the end of the Board

Committees—Compensation Committee discussion, which begins on page 23 of this proxy statement.

COMPENSATION DISCUSSION & ANALYSIS (CD&A)


	77	2024 PROXY STATEMENT

Recent Compensation

This Recent Compensation section provides detailed information about the compensation paid to our NEOs in 2023. This

section should be read in conjunction with the immediately preceding Compensation Discussion & Analysis section.

Summary Compensation Table

The amounts shown in the Summary Compensation Table,

Table RC.1, represent all compensation earned by our

NEOs for 2023, including amounts deferred by those

persons, for all services rendered in all capacities to us and

our subsidiaries. Compensation amounts from the prior

two years are also included. Additional compensation

information is provided in the remainder of this Recent

Compensation section. No NEO who served as a director

was separately compensated as a director.

Table RC.1

Summary Compensation Table


(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)
NEO Name & Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compen- sation ($)	Change in Pension Value & Nonqualified Deferred Compensation Earnings ($)	All Other Compen- sation ($)	Total ($)
D.B. Jordan 1 Chairman, President, & CEO	2023	1,087,418	—	9,243,562	—	1,434,375	1,134,668	143,018	13,043,041
	2022	1,060,900	—	4,243,600	—	1,830,053	—	103,216	7,237,769
	2021	1,030,000	—	4,815,250	—	1,545,000	868,537	155,709	8,414,496
H. Dmuchowski 2 SEVP & Chief Financial Officer	2023	600,000	—	899,980	—	510,000	12,508	69,660	2,092,148
	2022	600,000	—	900,000	—	586,500	—	307,263	2,393,763
	2021	57,692	—	375,000	—	500,000	—	6,100	938,792
A.J. Restel 3 President—Regional Banking	2023	700,000	—	1,399,969	—	595,000	—	55,848	2,750,817
	2022	700,000	—	1,400,000	—	805,000	—	66,564	2,971,564
	2021	675,000	—	2,485,000	—	725,000	—	55,252	3,940,252
D.T. Popwell President—Specialty Banking	2023	700,000	—	1,399,969	—	595,000	53,513	101,783	2,850,265
	2022	700,000	—	1,400,000	—	805,000	—	98,428	3,003,428
	2021	700,000	—	1,540,000	—	700,000	—	124,012	3,064,012
T.S. LoCascio 4 SEVP & Chief Operating Officer	2023	650,000	—	1,299,971	—	595,000	30,964	67,227	2,643,162
T.S. LoCascio 4 SEVP & Chief Operating Officer	2022	650,000	—	1,300,000	—	747,500	—	85,524	2,783,024

1Stock award column includes five-year special equity PSUs (grant date value of $3 million) and RSUs (grant date value of $2 million) granted in August

2023 in connection with Mr. Jordan's employment agreement. See Jordan Employment Agreement beginning on page 88.

2Ms. Dmuchowski joined First Horizon in November 2021. She did not receive annual stock awards for 2021, but did receive a retention award of RSUs as

an inducement to join us.

3Late in 2021, Mr. Restel received a special award of retention RSUs connected with his promotion to President—Regional Banking, with a grant date value

of $1 million.

4Ms. LoCascio first became an NEO in 2022.

Explanations of certain columns follow:

Col (c) Salary. Cash salary is shown in full, whether or not

deferred. Ms. Dmuchowski's salary started in November

2021.

Col (d) Bonus. Column (g) shows the annual cash incentive

awards for each year under our bonus plan for executive

officers, to the extent earned and whether or not

deferred. Column (d) reports discretionary off-plan

bonuses, if any. No NEO received a Col (d) bonus for any

of the years shown.

Cols (e)-(f) Grant Date Accounting Values. Columns (e)

and (f) show the grant date fair value of the awards using

the accounting methods applicable to our financial

statements, with no discount for the risk of forfeiture. The

RECENT COMPENSATION


	78	2024 PROXY STATEMENT

grant date values ignore future changes in our stock price

and are shown based on target (100%) performance for

the PSUs. The actual values realized by an award holder

are likely to differ substantially from the grant date values

shown in Table RC.1.

Col (e) Stock Awards. Column (e) includes the accounting

grant date values of RSU and PSU awards granted by First

Horizon during each year. These do not represent

amounts paid or earned; they are the values attributed to

awards under applicable accounting rules.

Col (e) Regular PSUs. PSUs are performance based, using

a three-year performance period. Eventual payout may be

higher or lower than the accounting values used in column

(e) and may be zero. PSUs also have a service-vesting

requirement. For the years shown, PSU performance

depends upon our adjusted ROTCE ranking relative to

certain peer banks during the performance period, and a

total shareholder return (TSR) modifier, also measured

against peers. PSUs will vest if threshold or higher

performance goals are achieved during the performance

period and if the holder remains employed with the

company through the vesting date. PSUs settle with

shares rather than cash. In column (e), PSU amounts are

shown at their original accounting values assigned at

grant. Those accounting values are substantially less than

the possible payouts if all performance conditions are

maximally achieved.

Col (e) CEO Special Equity PSUs. In 2023, in connection

with his employment agreement, we granted Mr. Jordan

$3 million of special equity PSUs and $2 million of special

equity RSUs. The PSUs were structured similarly to the

regular annual PSUs in 2023, except the performance

period is five years from July 1, 2023 through June 30,

2028, and the service period is satisfied August 3, 2028.

See Jordan Employment Agreement beginning on page 88.

Col (e) PSU Maximum Values. Table RC.1a provides a

summary of the maximum payouts of the PSU awards

granted, both regular and retention, to each NEO based

on our stock values on the respective grant dates.

Table RC.1a

Maximum Dollar Values of PSUs

(Based on Share Price at Grant Date)


	Year Granted
Name	2023	2022	2021
Mr. Jordan 1	10,399,017	4,774,030	4,635,000
Ms. Dmuchowski	1,012,478	1,012,475	*
Mr. Restel	1,574,965	1,574,983	1,328,883
Mr. Popwell	1,574,965	1,574,983	1,378,101
Ms. LoCascio	1,462,468	1,462,475	*

12023 includes regular PSUs and special equity PSUs.

*Did not receive PSUs that year, or year is omitted from Table RC.1.

Col (e) Regular RSUs. The annual equity award package

includes RSUs which vest in three years and settle in

shares.

Col (e) CEO Special Equity RSUs. In 2023, in connection

with his employment agreement, we granted Mr. Jordan

$3 million of special equity PSUs and $2 million of special

equity RSUs. The RSUs vest August 3, 2028. See Jordan

Employment Agreement beginning on page 88.

Col (e) 2020 Annual Incentive RSUs granted in 2021. The

Committee significantly reduced the annual cash incentive

paid for the 2020 bonus year and correspondingly

increased the 2021 annual RSU awards.

Cols (e)-(g) Retention & Other Special Awards. On

occasion special awards are made to selected individuals

based on a targeted need. Special awards reflected in

Table RC.1 are: (i) PSU and RSU awards to Mr. Jordan

granted in 2023 (see Jordan Employment Agreement

beginning on page 88); (ii) a retention RSU award to Mr.

Restel in 2021 when he was promoted to his current

position; (iii) stock awards granted to Ms. Dmuchowski in

2021 as agreed when she was hired late that year; and (iv)

an increase in 2021 RSUs corresponding to a decrease in

2020 cash bonus paid. Not included in Table RC.1 are

retention RCU awards granted in 2023 to all NEOs other

than Mr. Jordan; those are included in Table RC.2 below.

Col (f) Stock Options. Column (f) includes the accounting

values of stock options granted. None were granted to

NEOs during the past three years.

Col (g) Annual Plan-based Cash Bonus Awards. This

column shows the annual plan-based bonus earned for

each year. For 2021, bonuses were based upon

achievement in the following areas: pre-set levels of

adjusted annual pre-provision net revenue; merger

integration; credit quality; execution of personal plan

goals; individual contribution to risk management, quality

of earnings, and objectives for our non-strategic business

segment; and the results of a balanced scorecard process

ranking us among selected peer banks on a matrix of

balance sheet, capital, expense, earnings, and other

measures. For 2022, bonuses were based upon

achievement in the following areas: pre-set levels of

adjusted annual pretax earnings; expense control;

execution of personal plan goals; individual contribution

to risk management, quality of earnings, and objectives

for our non-strategic business segment; and the results of

a balanced scorecard process ranking us among selected

peer banks on a matrix of balance sheet, capital, expense,

earnings, and other measures. For 2023, bonuses were

based upon achievement in the following areas: pre-set

levels of adjusted annual pretax earnings; execution of

personal plan goals; individual contribution to risk

management, quality of earnings, and objectives for our

non-strategic business segment; and the results of a

balanced scorecard process ranking us among selected

RECENT COMPENSATION


	79	2024 PROXY STATEMENT

peer banks on a matrix of balance sheet, capital, expense,

earnings, and other measures.

Col (g) RCUs with a Performance Feature. In 2023, shortly

after the termination of the TD merger transaction, we

granted retention RCUs to all NEOs other than Mr. Jordan.

They are not included in Table RC.1 for 2023, but will be

reflected in that table for 2026, the year of vesting. Those

RCUs are included in Table RC.2 below.

Col (h) Pension & Deferred Compensation. Column (h)

includes changes in defined benefit pension actuarial

values, which are the aggregate increase during the year

in actuarial value of both pension plans (qualified and

restoration). Our pension plans were closed to new

associates in 2007; among the NEOs, only Mr. Jordan and

Mr. Popwell participate. Pension benefits were frozen in

2012. Incremental changes in actuarial pension values

occur after 2012 mainly due to changes in discount rates,

mortality tables, and life expectancy due to the passage of

time. No above-market earnings on deferred

compensation were accrued during the year for any of the

named executives.

Col (i) All Other. Elements of “All Other Compensation” for

2023 consist of the following:

Table RC.1b

All Other Compensation (Col.(i)) for 2023


	(i)(a)	(i)(b)	(i)(c)	(i)(d)	(i)(e)
Name	Perqs. & Other Personal Benefits $	401(k) & Savings Restor. Match $	Life Insur. Prem. $	Tax Reim- burse- ments $	Other $
Mr. Jordan	70,271	65,207	7,540	—	—
Ms. Dmuchowski	52,251	13,708	3,701	—	—
Mr. Restel	9,367	42,000	4,481	—	—
Mr. Popwell	56,497	41,585	3,701	—	—
Ms. LoCascio	32,578	30,558	4,091	—	—

Explanations of certain columns in Table RC.1b follow:

Col (i)(a) “Perqs. & Other Personal Benefits” includes the

following types of benefits: Flexible Dollars, Financial

Counseling, Disability Insurance, Charitable Match, Aircraft

Usage, Club, Auto, and Security. Benefits are valued at the

incremental cost to us. “Flexible Dollars” represents our

contribution to our broad-based benefits plan, a qualified

cafeteria-type benefit plan. “Financial Counseling”

represents payments for the preparation of income tax

returns and related financial counseling. “Disability

Insurance” represents insurance premiums with respect to

our disability program. “Charitable Match” includes gifts

made by First Horizon Foundation to match qualifying gifts

made by an executive under our executive gift match

program. “Security” includes security alarm expenses.

“Aircraft Usage” represents imputed income to the

executives when spouses accompany them on business

trips using non-commercial aircraft, or direct incremental

cost to us when the executive uses such aircraft for non-

business trips. We estimate direct incremental cost of

aircraft usage based on average operating cost (which

includes direct costs such as fuel, maintenance, and

landing fees) per flight hour or, in the case of chartered

aircraft, based on the cost of the charter. This column also

includes imputed taxable income from our company-wide

wellness program and the cost of participating in an

executive health program. The remaining types of benefits

apply only to Mr. Restel, who joined us in 2020 from IBKC,

and reflect continuations of IBKC’s practices: “Club”

includes dues and other expenses associated with social or

recreational club membership, and “Auto” represents an

automobile allowance.

Col (i)(b) “401(k) & Savings Restor. Match” represents our

matching contribution to our 401(k) savings plan and to

the related savings restoration plan. Any flexible benefits

plan contributions to the savings plan are included in

column (i)(b).

Col(i)(c) “Life Insur. Prem.” represents supplemental life

insurance premiums. Under our survivor benefits plan a

benefit of 2.5 times annual base salary is paid upon the

participant’s death prior to retirement, or one times final

salary upon death after retirement.

Col (i)(d) “Tax Reimbursements” represents income and

other taxes levied on NEOs which we reimbursed. Our

commitments to make such reimbursements are few, and

no such payments were made in 2023. Among the NEOs,

only Mr. Restel has a tax reimbursement right stemming

from an arrangement he had with IBKC. See Restel Letter

Agreement, which begins on page 89, for additional

information.

Col (i)(e) "Other" includes very minor, unusual, or non-

periodic benefits. None were paid in 2023 to the NEOs.

Grants of Plan-Based Awards

Table RC.2 provides information about the annual cash

incentive opportunity established for, and the grants of

PSUs, RSUs, and performance-based RCUs during, 2023. In

this table each annual incentive (cash bonus) opportunity

is considered a “Non-Equity Incentive Plan Award” in

columns (c) through (e) and is noted as "Cash"; each

retention RCU award with a performance feature is

considered a “Non-Equity Incentive Plan Award” in

columns (c) through (e) and is noted as "PRCU"; PSUs and

special equity PSUs are considered to be “Equity Incentive

RECENT COMPENSATION


	80	2024 PROXY STATEMENT

Plan Awards” in columns (f) through (h); and RSUs and

special equity RSUs are shown as “All Other Stock Awards”

in column (i). Each row represents a separate award grant;

a column for a row is blank if it does not apply to the type

of award listed in that row or if the dollar amount is zero.

No stock options were granted to any NEO in 2023.

Table RC.2

Awards Granted in 2023

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(i)

(j)

(k)

(l)

NEO

Award

Grant

Date

Estimated Possible Payouts under

Non-Equity Incentive Plan Awards

Estimated Future Payouts

under Equity Incentive Plan

Awards

All Other

Stock

Awards:

Number

of Shares

of Stock

or Units

(#)

All Other

Option

Awards:

Number of

Securities

Underlying

Options (#)

Exercise

Price of

Option

Awards

($/sh)

Grant

Date Fair

Value of

Stock &

Option

Awards

($)

Threshold

($)

Target

($)

Maximum

($)

Thres-

hold (#)

Target

(#)

Maximum

(#)

Mr. Jordan

Cash

1/23

843,750

1,687,500

2,531,250

PSU

1/23

38,766

103,376

193,830

RSU

1/23

68,917

SEPSU

8/3

83,892

223,713

419,462

SERSU

8/3

149,142

Ms.

Dmuchowski

Cash

1/23

255,000

510,000

765,000

PSU

1/23

8,222

21,924

41,108

RSU

1/23

14,616

PRCU

5/6

800,000

1,000,000

Mr. Restel

Cash

1/23

350,000

700,000

1,050,000

PSU

1/23

12,789

34,104

63,945

RSU

1/23

22,736

PRCU

5/6

1,000,000

1,250,000

Mr. Popwell

Cash

1/23

350,000

700,000

1,050,000

PSU

1/23

12,789

34,104

63,945

RSU

1/23

22,736

PRCU

5/6

1,000,000

1,250,000

Ms. LoCascio

Cash

1/23

325,000

650,000

975,000

PSU

1/23

11,876

31,668

59,378

RSU

1/23

21,112

PRCU

5/6

1,500,000

1,875,000

Explanations of certain columns follow:

Col (b) Grant Date. An award is effective for legal and

accounting purposes on its grant date. For each award

shown, the Compensation Committee took final action to

grant each award on that date.

Cols (c)-(e) Plan-based Bonus Opportunities (Cash). The

Committee established performance criteria and set

target amounts early in 2023 for annual cash incentive

(bonus) opportunities for each NEO. Details about the

opportunities, their goals, and their limitations are

discussed in Annual Cash Incentive beginning on page 68.

The information in columns (c)-(e) shows bonus

opportunities. Information concerning bonuses actually

earned for 2023 is shown in column (g) of the Summary

Compensation Table and in Annual Cash Incentive,

beginning on pages 78 and 68, respectively.

Cols (c)-(e) Performance-based Restricted Cash Units

(PRCU). We agreed to be acquired by The Toronto-

Dominion Bank ("TD") in February 2022. In January 2023,

the Committee granted retention RCUs to certain

executives, excluding those having individual

arrangements with TD, to support company objectives

related to the then-pending acquisition. After the

acquisition contract was terminated in May 2023, the

January RCUs were cancelled and all NEOs, other than Mr.

Jordan, received performance-based RCUs as shown in the

table. For additional information see Annual Cash

Incentive beginning on page 68.

Cols (f)-(h) Regular Annual Stock Incentives (PSU). The

performance requirements for the 2023 PSU awards are

discussed in the notes for column (e) of the Summary

Compensation Table (RC.1) above. Performance below the

threshold level will result in 0% payout. Performance

above threshold will result in payouts ranging from 37.5%

(col (f)) to 100% (col (g)) to 187.5% (col (h)) of target

RECENT COMPENSATION


	81	2024 PROXY STATEMENT

levels. See Performance Stock Units within the section

captioned Long-Term Incentive Awards, which begins on

page 71, for additional information. The 2023 PSUs are

scheduled to vest on May 12, 2026, if threshold

performance is achieved.

Cols (f)-(h) CEO Special Equity Stock Incentives (SEPSU).

The performance requirements for the CEO's special

equity PSU awards are discussed in the notes for column

(e) of the Summary Compensation Table (RC.1) above.

Performance below the threshold level will result in 0%

payout. Performance above threshold will result in

payouts ranging from 37.5% (col (f)) to 100% (col (g)) to

187.5% (col (h)) of target levels. See Performance Stock

Units within the section captioned Long-Term Incentive

Awards, which begins on page 71, and Jordan Employment

Agreement beginning on page 88, for additional

information. The 2023 SEPSUs are scheduled to vest on

August 3, 2028, if threshold performance is achieved.

Col (i) Other Stock Awards (RSU & SERSU). Column (i)

shows regular annual RSUs granted in 2023 and special

equity RSUs granted to the CEO under his employment

agreement. For additional information, see the notes for

column (e) of the Summary Compensation Table (RC.1)

above and see Jordan Employment Agreement beginning

on page 88.

Cols (j)-(k) Stock Options. No stock options were granted

to any NEO in 2023.

Col (l) Grant Date Fair Values. Column (l) reflects the

accounting value of the awards shown in columns (g), (i)

and (j). For the regular annual PSUs and RSUs, our stock

price on the grant date, January 23, 2023, was $24.63 per

share. For the CEO special equity PSUs and RSUs, our stock

price on the grant date, August 3, 2023, was $13.41 per

share. For additional information see the discussion of

columns (e) and (f) of the Summary Compensation Table

(RC.1) beginning on page 78.

Supplemental Compensation Disclosures

For information about the rationale behind, sizing of, and

other aspects of the major compensation elements, see

Pay Components & Decisions beginning on page 67.

The vesting and expiration schedules of equity-based

awards granted in 2023 are as follows:

• Regular annual PSUs vest on May 12 three years after

grant if goals are achieved at the 37.5% payout level

or greater.

• Regular annual RSUs vest on March 2 three years

after grant.

• CEO special equity PSUs vest on the fifth anniversary

of grant if goals are achieved at the 37.5% payout

level or greater. CEO special equity RSUs vest on the

fifth anniversary of grant. For additional information,

see Jordan Employment Agreement beginning on

page 88.

Vesting information related to all equity awards held by

the NEOs at year-end appears under the heading Awards

Outstanding at Year-End beginning on page 83, especially

in the notes to the table in that section. For all awards,

vesting will or may be accelerated or pro-rated in the

cases of death, disability, retirement, and qualifying

termination after a change in control. For performance

awards, service-vesting may be waived, but performance

goals generally are not waived, following retirement, and

awards may be pro-rated. Additional information

concerning the acceleration features of awards is set forth

under the caption Change in Control (CIC) Arrangements

on page 90.

Dividends or dividend equivalents accrue at normal

declared rates on most full-value (non-option) stock

awards; RSAs granted under a legacy IBKC plan pay

dividends as they are paid to all shareholders. Stock

options have no dividend or equivalent accruals. Accrued

dividends and equivalents are paid at vesting or forfeit if

the award is forfeited.

The Compensation Committee has approved a mandatory

tax withholding feature under which vested shares are

automatically withheld in an amount necessary to cover

minimum required withholding taxes. A supplemental

feature allows the holder to elect withholding at the

maximum tax rate instead. When we granted stock

options in the past, they had no mandatory or

supplemental tax feature. We do not re-use, in new

grants, shares withheld to cover taxes.

The special performance-based retention RCUs granted

after the TD acquisition contract was terminated will vest

on May 12, 2026, three years after grant. If the service

requirement is met, these RCUs will pay, in cash and

without interest, the target dollar amount shown in Table

RC.2. An additional amount of 5%, up to a maximum of

25% of target, will be paid for each $1 that our stock price,

at vesting, exceeds the base price of $10.58 per share. The

base price was an average stock price measured near the

grant date.

The Compensation Committee generally has the power to

impose deferral of payment as a term or condition of an

award. No 2023 executive award contained a deferral

requirement at grant.

RECENT COMPENSATION


	82	2024 PROXY STATEMENT

Awards Outstanding at Year-End

Equity Awards

Table RC.3 provides information about stock options, all

types of restricted stock and stock units, and all

performance stock awards (at target levels) held at

December 31, 2023, by the named executive officers.

Values are based on our market price at year-end, $14.16

per share.

Table RC.3

Outstanding Equity Awards at Fiscal Year-End 2023


(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)
	Option Awards					Stock Awards
NEO	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexer- cised Options (#) Un- exercisable	Equity Incentive Plan Awards: Number of Securities Underlying Unearned Options (#)	Option Exercise Price ($/sh)	Option Expiration Date	Number of Shares or Units of Stock Held that have not Vested (#)	Market Value of Shares or Units of Stock Held that have not Vested ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that have not Vested ($)
Mr. Jordan	110,871	—		19.73	3/2/2024
	120,385	—		18.69	3/2/2025
	116,655	—		15.43	3/2/2026
	94,340	31,446		15.90	3/2/2027
						463,558	6,563,981	627,838	8,890,186
Ms. Dmuchowski 1						57,106	808,621	51,774	733,120
Mr. Restel 1	8,182	—		16.01	1/9/2030
Mr. Restel 1						163,528	2,315,556	126,411	1,789,980
Mr. Popwell	12,475	—		15.43	3/2/2026
	12,767	12,768		15.90	3/2/2027
						105,795	1,498,057	128,110	1,814,038
Ms. LoCascio 1	3,686	—		15.43	3/2/2026
	4,403	4,403		15.90	3/2/2027
						114,629	1,623,147	106,823	1,512,614

1Includes a new-hire RSU award to Ms. Dmuchowski (22,590 shares), and major-promotion RSU awards to Mr. Restel (59,594 shares) and Ms. LoCascio

(29,797 shares), all granted in 2021. Also includes special five-year PSU (223,713 shares) and RSU (149,142 shares) awards to Mr. Jordan granted in 2023

under his employment agreement.

Explanations of certain columns in Table RC.3 follow:

Col (c) Unvested Options. Column (c) reports unvested stock options. The vesting dates of options reported in column (c) are

summarized in Table RC.3a:

Table RC.3a

Stock Options (#) Unvested at Year-End


Grant Date	Vesting Date	Mr. Jordan	Ms. Dmuchowski	Mr. Restel	Mr. Popwell	Ms. LoCascio
2/19/2020	3/2/2024	31,446	—	—	12,768	4,403

RECENT COMPENSATION


	83	2024 PROXY STATEMENT

Col (g) Unvested Non-Performance Restricted Stock Unit Awards. Column (g) of Table RC.3 includes RSUs unvested at year-

end. Numbers represent units (one unit = one share). The vesting dates of those awards are shown in Table RC.3b:

Table RC.3b

RSU Awards (#) Unvested at Year-End


Grant Date	Type	Vesting Date	Mr. Jordan	Ms. Dmuchowski	Mr. Restel	Mr. Popwell	Ms. LoCascio
2/11/2021	Annual	3/2/2024	106,666	—	30,582	31,715	21,359
2/11/2021	Bonus	3/2/2024	45,000	—	19,660	20,388	13,616
10/26/2021	Retention	10/26/2024	—	—	19,864	—	9,932
		10/26/2025	—	—	19,864	—	9,932
		10/26/2026	—	—	19,866	—	9,933
12/6/2021	Retention	12/5/2024	—	7,530	—	—	—
		12/5/2025	—	7,530	—	—	—
		12/5/2026	—	7,530	—	—	—
2/10/2022	Annual	3/2/2025	93,833	19,900	30,956	30,956	28,745
1/23/2023	Annual	3/2/2026	68,917	14,616	22,736	22,736	21,112
8/3/2023	Sp. Equity	8/3/2028	149,142	—	—	—	—

Col (i) Unvested Performance Stock Unit Awards. Column (i) of Table RC.3 reports annual and special equity PSU awards that

are outstanding at year-end. The performance periods and target numbers of units for those awards are shown in Table

RC.3c. Awards are reported in units (one unit = one share) at target levels. For all PSUs, the maximum is 187.5% of target.

Table RC.3c

PSU Awards (#) Unvested at Year-End

(Stock Units at Target Levels)


Grant Date	Performance Period	Mr. Jordan	Ms. Dmuchowski	Mr. Restel	Mr. Popwell	Ms. LoCascio
2/11/2021	2021-2023	160,000	—	45,873	47,572	32,038
2/10/2022	2022-2024	140,749	29,850	46,434	46,434	43,117
1/23/2023	2023-2025	103,376	21,924	34,104	34,104	31,668
8/3/2023	7/2023 - 6/2028	223,713	—	—	—	—

Cols (h) & (j) Values. Columns (h) and (j) reflect year-end market values ($14.16/share) of the awards reported in columns (g)

and (i), respectively, with no discount for risk of forfeiture or time delay until vesting. The values reported are not based on

financial accounting methods.

RCU Awards

Table RC.4 shows RCU awards granted to the NEOs which were outstanding at year-end 2023. All were granted in May 2023

following the termination of our proposed acquisition by TD, and all have a performance feature. For all RCUs in this table, the

minimum payout is the target level, and the maximum is 125% of target, if the service requirements are met.

Table RC.4

RCU Awards ($) Unvested at Year-End

(Dollars at Target Levels)


Grant Date	Performance Period	Mr. Jordan	Ms. Dmuchowski	Mr. Restel	Mr. Popwell	Ms. LoCascio
5/6/2023	5/2023 - 5/2026	—	800,000	1,000,000	1,000,000	1,500,000

RECENT COMPENSATION


	84	2024 PROXY STATEMENT

Awards Exercised & Vested

Table RC.5 shows stock options exercised by the NEOs

along with stock awards that vested during 2023.

The value realized on exercise of options is the pretax

difference between the market value on the exercise date

and the option price, multiplied by the number of options

exercised. Option awards have no dividend feature.

Stock awards consist of RSUs and PSUs granted in 2019, all

of which are paid in stock, as well as RSAs granted in 2020

by legacy IBKC before the First Horizon/IBKC merger

closed. The dollar values shown for the stock awards are

based on market prices of our stock on the respective

vesting dates plus, for RSUs, accrued cash dividend

equivalents. RSAs pay no dividends or equivalents at

vesting, but instead have a pay-as-you-go dividend

feature. All amounts are pretax; withholding and other

taxes are ignored.

Of the stock award amounts shown in the table, the

portions associated with PSUs are: Jordan, 196,815 shares

and $2,286,990 (regular PSUs) and 155,238 shares and

$2,064,665 (special performance-based retention stock

units granted in 2016); Popwell, 53,271 shares and

$619,009; and LoCascio, 18,369 shares and $213,448. The

other NEOs had no PSU vestings during 2023.

Table RC.5

Options Exercised & Stock Awards Vested During 2023


(a)	(b)	(c)	(d)	(e)
	Option Awards		Stock Awards
Name	Number of Shares Acquired on Exercise (#)	Value Realized upon Exercise ($)	Number of Shares Acquired or Units Paid on Vesting (#)	Value Realized upon Vesting ($)
Mr. Jordan	137,249	1,811,395	383,499	5,095,039
Mr. Dmuchowski	—	—	—	—
Mr. Restel	—	—	13,944	341,349
Mr. Popwell	—	—	66,038	920,821
Ms. LoCascio	—	—	22,771	317,512

RECENT COMPENSATION


	85	2024 PROXY STATEMENT

Post-Employment Compensation

We offer programs providing benefits after retirement

and for certain other terminations. Other programs have

features that enhance, accelerate, reduce, shorten, or

forfeit benefits if employment terminates in various ways.

Those programs and features are discussed in this section.

Common terms used in the post-employment context

include:

• Discharge or Resignation. A termination of

employment by First Horizon or by the executive,

respectively, other than for disability or retirement.

• Disability. A permanent inability to work.

• Retirement. A termination of employment after

meeting certain age and service requirements

specified in the applicable program. Some programs

specify early and normal retirement requirements;

others specify only normal retirement or make no

provision for retirement.

• Change in Control, or CIC. A corporate change in

control of First Horizon as defined in the program.

The definition used in active programs is discussed in

CIC Definition on page 90 .

• For Cause. A serious misconduct event by the

terminated associate as defined in the applicable

program will give First Horizon grounds to discharge

the associate for cause.

Pension Plans

We operate two defined benefit retirement plans: a

broad-based tax-qualified pension plan and an unfunded

nonqualified pension restoration plan limited to associates

for whom the qualified benefit is limited by tax law. The

restoration plan extends the benefit beyond that tax law

limit. The two plans effectively provide a single pension

benefit. The plans were closed to new hires in 2007, and

benefits were frozen at year-end 2012. Credited service

years do not increase after 2012, and changes in

compensation are ignored.

Pension benefits are based on average compensation for

the highest 60 consecutive months of the last 120 months

of service prior to 2013, length of service prior to 2013,

and social security benefits. Covered compensation

includes cash salary reportable to the IRS plus pretax

contributions under the savings plan and employee

contributions under the flexible benefits plan, and

excludes bonuses, commissions, other deferred

compensation, and incentives.

A “normal” pension benefit provides a monthly payment

to the associate for life beginning at retirement at age 65.

Participants under age 65 who are at least age 55 with 15

years of service may retire early with a reduced pension

benefit. A participant may make other elections which

change the benefit, including a spousal benefit election, a

minimum (certain) payment term, and a lump sum benefit

(restoration plan only).

Table PEC.1 shows estimated normal retirement benefits

under the pension plans as of December 31, 2023. Messrs.

Jordan and Popwell are the only NEOs who participate in

the pension plans.

Table PEC.1

Pension Benefits at Year-End 2023


(a)	(b)	(c)	(d)	(e)
Name	Plan	No. of Years of Credited Service (#)	Present Value of Accumulated Benefit ($)	Payments During Last Fiscal Year ($)
Mr. Jordan	Qualfied	6 years	305,282	—
Mr. Jordan	Restoration	6 years	889,047	—
Mr. Popwell	Qualified	6 years	334,839	—
Mr. Popwell	Restoration	6 years	425,864	—

Explanations of certain columns follow:

Col (c). This column shows full years of credited service,

unchanged since 2012.

Col (d). Column (d) reflects the actuarial present value of

each NEO’s accumulated benefit. The computation: (i) was

made by a pension plan actuary; (ii) used the same

measurement date used for our 2023 financial statements

except that retirement age is assumed to be 65; and (iii)

used the projected unit credit cost method, which

recognizes cost in an increasing pattern as a participant

approaches retirement. The 2023 discount rates are 5.00%

for the qualified pension plan and 4.90% for the non-

qualified pension restoration plan and reflect the

expected average term until settlement of each of these

plans. The assumptions on which the amounts presented

in the table are based are discussed in note 17 to our

financial statements appearing in our annual report on

Form 10-K for the year ended December 31, 2023.

POST-EMPLOYMENT COMPENSATION


	86	2024 PROXY STATEMENT

Nonqualified Deferred Compensation Plans

We provide a traditional deferral plan for executives and

many other associates, not qualified under tax rules,

which allows participants to defer receipt and taxation of

cash salary and bonus. Deferred amounts are credited to

accounts and earnings accrue according to the provisions

of the plan. Participants have some discretion regarding

the length of the deferral period, the investment criteria

upon which earnings are based, and whether payout will

be lump sum or an annuity. A commonly selected deferral

period lasts until employment terminates.

Our qualified savings (401(k)) plan allows an associate to

make contributions of salary into a plan account, subject

to limits imposed by tax laws. We provide a 100% match

under the qualified savings plan for the first 6% of salary

each eligible participant (having at least one year of

service) elects to contribute to the plan.

We have adopted a nonqualified savings restoration plan

for those associates, including executives, whose base

salary exceeds the tax limits imposed on the qualified

savings plan. The restoration plan provides a nonqualified

vehicle for employees to participate in a savings plan

beyond the tax law limits. Unlike the qualified plan, the

restoration plan is unfunded. The restoration plan offers

many of the same investment options as the qualified

plan, but our stock is not among those.

Both the traditional nonqualified plan and the savings

restoration nonqualified plan are unfunded, meaning that

no trust holds funds or investments for any of the

accounts other than, in certain cases, a rabbi trust that our

management cannot access but that our creditors could

access in case of our bankruptcy. Legally, each plan

account is an unsecured debt we owe the participant.

Each account is fully vested and non-forfeitable. Except for

the timing of payments, plan accounts are not reduced or

enhanced by termination of employment, change in

control, or other event.

We reduce the risk of our obligations under our

nonqualified deferred compensation plans by purchasing

investments designed to track the performance of the

investment elections made by participants. The qualified

savings plan has no such risk to us because all accounts

are fully funded with the plan’s trust holding the

investments selected by each participant.

Information concerning account activities and balances of

the NEOs with respect to both nonqualified deferred

compensation plans is presented in Table PEC.2.

Information related to the qualified savings plan is not

included in the table.

Table PEC.2

Nonqualified Deferred Compensation

During 2023 & at Year-End


(a)	(b)	(c)	(d)	(e)	(f)
Name	Executive Contributions in Last Fiscal Year ($)	Company Contributions in Last Fiscal Year ($)	Aggregate Earnings in Last Fiscal Year ($)	Aggregate Withdrawals/ Distributions ($)	Aggregate Balance at Last Fiscal Year- End ($)
Mr. Jordan	502,920	2,332,397	2,040,691	—	10,556,350
Ms. Dmuchowski	60,000	—	12,508	—	130,665
Mr. Restel	22,200	22,200	11,336	—	5,917,195
Mr. Popwell	22,200	641,209	282,520	—	1,297,309
Ms. LoCascio	24,075	232,648	137,811	—	734,951

Explanations of certain columns follow:

Col (b). Traditional nonqualified deferred compensation

plan. Currently up to 80% of cash salary and 80% of

annual cash bonus may be deferred in our traditional

nonqualified deferred compensation plan for executives.

Col (b). Savings restoration plan. Column (b) also includes

salary contributions to our savings restoration plan.

Col (c). Company matching contributions & deferred

PSUs. Matching contributions are made under the savings

restoration plan. Also included in column (c) are PSUs that

vested during the year (valued at vesting). PSUs granted in

2020 and earlier (vested in 2023 and earlier) are subject to

a mandatory two-year payment deferral after vesting. We

make no company contributions to the traditional

nonqualified deferred compensation plan.

Col (d). Earnings. Earnings reflect interest for those

accounts that earn interest. For accounts that hold

phantom shares of stock or mutual funds, earnings reflect

increases and decreases of account value throughout the

year. Those amounts are netted as applicable to the

individual.

POST-EMPLOYMENT COMPENSATION


	87	2024 PROXY STATEMENT

Col (e). PSU payouts. For 2023, amounts shown are the

values of deferred PSUs paid in 2023 that had vested in

2021. Hardship withdrawals are allowed under certain

elective deferral plans (unrelated to PSUs). In our

traditional plan, an in-service distribution date may be

selected when the deferral election is made.

Col (f). Valuations. Certain plan accounts are

denominated as numbers of shares of stock or mutual

funds. All such accounts are valued based on the fair

market value of those shares at year-end.

The information above excludes our tax-qualified savings

plan. For additional information concerning deferred

compensation plans see Deferral, Retirement, and Other

Benefits beginning on page 74.

Employment & Termination Arrangements

We have ongoing special agreements with two of the

named executives:

• Mr. Jordan signed a five-year employment agreement

with us in 2023. See Jordan Employment Agreement

immediately below.

• Mr. Restel signed a letter agreement in connection

with our 2020 merger with IBKC. See Restel Letter

Agreement beginning on page 89.

In addition, many plans and programs contain special

provisions regarding termination of employment in

various common situations, including in connection with

retirement or a change in control. We have certain other

arrangements that deal primarily with retirement and

change in control situations.

This section provides information concerning those

agreements, provisions, and arrangements.

Jordan Employment Agreement

On August 3, 2023, we entered into an employment

agreement with Mr. Jordan. Key terms of the employment

agreement are summarized below.

Mr. Jordan will continue to be employed as President and

Chief Executive Officer for a five-year term expiring August

3, 2028. Mr. Jordan’s employment will terminate when

that term expires unless the parties mutually agree later

to extend the term. Our mandatory retirement policy is

waived during the employment agreement's term.

Mr. Jordan’s annual base salary was raised approximately

6% to $1,125,000. Salary may be raised after August 3,

2023, by the Compensation Committee of our Board of

Directors, but may not be lowered during the term of the

employment agreement.

Mr. Jordan’s annual cash incentive (“bonus”) target

amount during the term of the Employment Agreement is

fixed at 150% of salary. That level is consistent with 2022

and 2023 practices of the Compensation Committee.

The target amount of Mr. Jordan’s annual long-term

awards during the term of the Employment Agreement

will be 450% of salary, starting with the 2024 grant cycle.

In 2023, his long-term awards were 400% of salary.

Mr. Jordan received a special equity award consisting of

$3 million of PSUs and $2 million of non-performance

RSUs. These PSU and RSU awards have five-year service

vesting requirements, structured so that all service

requirements are fulfilled on the last day of the

employment agreement’s five-year term.

The performance measure for the PSUs was our adjusted

ROTCE (return on tangible common equity) averaged over

the five-year period July 1, 2023 through June 30, 2028,

ranked against average ROTCE reported by the banks in

the KBW regional bank index (ticker KRX) over that same

period, similar to our 2022 and 2023 annual PSU practices.

ROTCE performance above the threshold/minimum level

will range from 50% to 150% of target. The ROTCE

performance outcome will be adjusted by our TSR (total

shareholder return) performance over five years ranked

against the KRX banks, also similar to 2022 and 2023 PSU

practices. TSR performance will range from 75% to 125%.

The fully-adjusted non-zero outcomes range from 187.5%

(150% x 125%) down to 37.5% (50% x 75%).

Mr. Jordan agreed to terminate his 2007 change in control

severance agreement. Instead, he now participates in our

Executive Change in Control Severance Plan at a benefit

multiple of 3.0. That plan benefit multiple is similar to the

benefit level under his 2007 agreement. However, under

his 2007 agreement, Mr. Jordan was entitled to a tax

gross-up benefit if he had been subjected to a certain

federal excise tax following a change in control event.

Under the plan, Mr. Jordan will not be entitled to a tax

gross-up benefit.

After the employment agreement term ends, Mr. Jordan’s

then-outstanding long-term awards, other than the special

equity award mentioned above, generally will be treated

as follows: all his outstanding long-term non-performance

awards will accelerate, and all remaining service

requirements of his outstanding long-term performance

awards will be waived.

POST-EMPLOYMENT COMPENSATION


	88	2024 PROXY STATEMENT

Under the employment agreement, our Board of Directors

retains the right to discharge Mr. Jordan without cause (as

defined in the agreement) before the end of the term.

However, if that were to happen, Mr. Jordan would be

entitled to: (i) be paid cash severance equal to two times

his annual salary and bonus target at that time; (ii) have all

his outstanding long-term non-performance awards

accelerate (including the special equity RSUs mentioned

above); (iii) have waived the service requirements of all his

regular outstanding performance awards (other than the

special equity PSUs mentioned above), without impacting

or accelerating performance determinations that will

continue to be made in the normal course; and (iv) have

his special equity PSUs reduced in proportion to the part

of the service vesting period that Mr. Jordan will not be

employed, and have the remaining special equity PSUs

accelerated and paid based on actual performance

through the most recently completed calendar quarter. If

Mr. Jordan resigns for good reason (as defined) during the

term of the employment agreement, he likewise would be

entitled to the benefits outlined above.

Mr. Jordan has agreed to a non-solicitation covenant in his

employment agreement, applicable to our clients and

associates, which applies during the term of the

agreement and for two years after his employment

terminates. Mr. Jordan also has agreed to confidentiality,

non-disparagement, and cooperation covenants.

Restel Letter Agreement

When we signed the IBKC merger agreement in 2019,

IBKC signed a letter agreement with Mr. Restel. That letter

agreement specified his position and role with First

Horizon after the merger and provided him with a special

RSA award. His award was granted in November 2019 and

would have been forfeited if the merger had not closed.

The award had a grant-date value of $1,350,000 and

vested in 2021, on the anniversary of the merger’s closing

date. Mr. Restel is subject to indefinite non-

disparagement and confidentiality covenants under this

letter agreement.

Mr. Restel had a change in control severance agreement

with IBKC. His CIC severance agreement allowed him to

trigger a severance benefit if a change in control of IBKC

occurred, and if he resigned within 30 days after closing

for any reason. To incentivize him to remain with First

Horizon following the closing in 2020, his letter agreement

guaranteed that Mr. Restel will receive, when his

employment ends, the cash benefit that otherwise would

have been paid had he resigned in July 2020. That amount

was $5,766,018, and was treated as a contribution to his

nonqualified deferred compensation plan account. That

benefit is included in his nonqualified deferred

compensation balance as discussed in Nonqualified

Deferred Compensation Plans beginning on page 87.

In addition, we are required to pay Mr. Restel certain tax

gross up amounts, which we estimate will be

approximately $3 million.

Mr. Restel's letter agreement also provides for the

continuation of certain health and welfare benefits for Mr.

Restel and certain of his dependents for 39 months after

his employment ends.

Termination Unrelated to a Change in Control

Table PEC.3 summarizes the impact upon the amounts of

various items of compensation of a termination of

employment under certain circumstances, other than

termination related to a change in control event. Change

in control situations are discussed in the following section.

In addition to forfeiture of unpaid benefits, many awards

provide for clawback of paid benefits if discharge for

cause, as defined in the applicable program, occurs within

two years of payment.

Table PEC.3

Impact of Termination Events on Unpaid Compensation Items


Compensation Item	Resignation / Discharge	Death / Disability	Retirement	Key Factors
Annual Incentive Opportunity (cash bonus)	Forfeit	Generally forfeit, but discretionary payment is possible	Generally forfeit, but discretionary payment is possible	Committee may pro-rate or fully waive service requirement while maintaining performance conditions.
PSUs	Forfeit	Generally pro-rate for service period worked; no waiver of performance requirement	If approved, generally pro- rate for service period worked; no waiver of performance requirement	Committee may pro-rate or fully waive service requirement while maintaining performance conditions.
RSUs	Forfeit	Full or pro-rated payment, depending on award	Discretionary payment is possible, often pro-rated if approved	For retirement, Committee may accelerate vesting or waive forfeiture without acceleration. Approval often is conditioned on accepting departure covenants, such as non-solicitation.

POST-EMPLOYMENT COMPENSATION


	89	2024 PROXY STATEMENT


Compensation Item	Resignation / Discharge	Death / Disability	Retirement	Key Factors
Stock Options— exercisable	Expire 3 months after termination	Expire 3 years after termination	Expire 3 years after termination	Option term is shortened to new expiration date, cannot be extended.
Stock Options— unexercisable	Forfeit	Expire 3 years after termination	Expire 3 years after termination	Option term is shortened to new expiration date, cannot be extended.
Qual'd Savings Plan, Pension Plans, NQ Deferred Compensation Plans	No impact	No impact	No impact	Contributions, accounts, and benefits are fully vested.
Savings Restoration Plan	Lump sum payment	Lump sum payment	Lump sum payment	Benefits are fully vested; any termination triggers payment.

Change in Control (CIC) Arrangements

Special change in control (CIC) severance arrangements

are in place with certain of the NEOs. In addition, many of

our compensation programs have special provisions that

apply if we experience a CIC event. This section provides

information concerning arrangements and benefits that

would apply if a CIC occurs.

CIC Definition

In our plans and programs, the term “change in control”

includes the following events:

• A majority of the members of our Board of Directors

changes, with certain exceptions.

• A person or other entity becomes the beneficial

owner of 20 percent or more of our outstanding

voting stock, with certain exceptions.

• Our shareholders approve, and there is a

consummation of, a merger or other business

combination, unless (i) more than 50% (60% in the CIC

Plan and CIC severance agreements) of the voting

power resulting from the business combination is

represented by voting securities outstanding

immediately prior thereto, (ii) no person or other

entity beneficially owns 20% or more of the resulting

corporation, and (iii) at least a majority (a two-thirds

majority in the CIC severance agreements) of the

members of the board of directors of the resulting

corporation were our directors at the time of board

approval of the transaction.

• Our shareholders approve a plan of complete

liquidation or dissolution or a sale of substantially all

of our assets. Certain plans provide that

consummation of an asset sale, rather than mere

approval, is a CIC event.

Summary of CIC Effects

Table PEC.4 summarizes the impacts of a hypothetical CIC

event on various items of compensation. Details about

current dollar amounts of many of these items are

provided in the CIC Potential Payout section below.

Table PEC.4

Impact of CIC on Unpaid Compensation Items


Compensation Item	Impact of CIC	Key Factors
Annual Incentive Opportunity (cash bonus)	Pro-rate target amount of bonus if employment terminates	Performance at target is presumed; pro-rating is based on % of performance period that has elapsed.
PSUs	Award is paid at target if employment terminates. Award may be adjusted, or converted to non-performance RSUs, if employment continues.	Awards have a double-trigger feature. The Committee has discretion to adjust or convert awards depending on the CIC context.
RSUs	Accelerate if employment terminates; otherwise no impact	Awards have a double-trigger feature.
Stock Options—exercisable	No impact is mandated by option plan or program. If First Horizon ceases to exist, options will convert to shares of the acquiring company.	The CIC merger agreement may require options to be exercised or cashed out.
Stock Options—unexercisable	Vesting is accelerated if employment terminates. If First Horizon ceases to exist, options will convert to shares of the acquiring company.	The Committee may accelerate vesting without termination if the CIC merger agreement requires or permits that.
Qualified Pension Plan	Limited impact	Any excess funding in the Plan is allocated to all participants.
Pension Restoration Plan	Lump sum payment	See details in the discussion immediately following this table.
Qualified Savings Plan	No impact	Accounts are fully vested regardless of CIC.
Savings Restoration Plan	No impact	Any separation from service results in lump sum payment. CIC itself has no effect on the timing or amount of payment.

POST-EMPLOYMENT COMPENSATION


	90	2024 PROXY STATEMENT


Compensation Item	Impact of CIC	Key Factors
Nonqualified Deferred Compensation Plans	Limited impact	Accounts are paid into rabbi trusts when a CIC occurs. CIC itself has no effect on the timing or amount of payment.
CIC Severance Agreements & Executive CIC Severance Plan	Cash payment and other benefits if employment terminates.	All CIC agreements and plans have a double-trigger feature where benefits are triggered only if employment terminates. Benefits are discussed in the next section.

Under the pension restoration plan, a lump sum payment

is made to participants representing the present value,

using a discount rate of 4.2%, of the participant’s

scheduled projected benefits actuarially adjusted based

on the participant’s age at the time of the CIC event. For

participants under age 55, the CIC calculation is made

assuming age 55 has been reached.

CIC Severance Plan

All of the NEOs except Mr. Popwell participate in our

Executive Change in Control Severance Plan (“CIC Plan”).

For these officers, the CIC Plan provides a cash severance

benefit equal to 3.0 times (Mr. Jordan) or 2.5 times (all

other NEOs) the sum of annual base salary plus a “bonus

amount” if we discharge the officer (other than for

disability, retirement, or cause), or if the officer resigns for

a predefined good reason, in either case within 36 months

after a CIC event. The “bonus amount” is the average

actual annual cash bonus paid over the preceding five

years, excluding the years with the highest and lowest

bonuses. The CIC plan does not provide for a federal

excise tax gross-up benefit. Severance payments are to be

reduced if a small reduction in benefit (up to 5% or

$50,000) would avoid the excise tax. Non-disparagement,

cooperation, and non-solicitation covenants are

incorporated into the plan. The CIC plan does not

guarantee employment for any term or period.

Participation in the CIC plan generally can be terminated

unilaterally with three years’ prior notice, subject to

certain extensions.

CIC Severance Agreements

We have a legacy CIC severance agreement with Mr.

Popwell. The agreement provides a cash severance benefit

equal to three times annual base salary plus three times a

“bonus amount” if we discharge the officer other than for

disability, retirement, or cause, or if the officer resigns for

a predefined good reason, in either case within 36 months

after a CIC event. The “bonus amount” is the average

actual annual cash bonus paid over the preceding five

years, excluding the years with the highest and lowest

bonuses. Mr. Popwell’s agreement does not provide for a

federal excise tax gross-up benefit. Severance payments

are to be reduced if a small reduction in benefit (up to 5%

or $50,000) would avoid the excise tax. Non-

disparagement, cooperation, and non-solicitation

covenants are included in the agreement. His agreement

does not guarantee employment for any term or period.

His agreement generally can be terminated unilaterally

with three years’ prior notice.

CIC Potential Payout

Table PEC.5 shows potential amounts payable to the still-

active NEOs if a CIC had occurred and employment with us

had terminated on December 31, 2023. The closing stock

price on December 31, 2023, of $14.16 per share is used

when valuing stock based items. For purposes of the table,

the following assumptions and adjustments have been

made: (1) the present value of future health and welfare

and other non-cash benefits is calculated by using current

costs; (2) the value of non-forfeited stock options is based

solely on the spread between the option price and our

actual year-end stock price; and (3) no forfeiture factors

exist. Many of the amounts shown in the table accelerate

the timing of payment of an amount that would have

been paid eventually without increasing the amount paid.

The table shows all payment amounts, whether or not

increased by the CIC and termination, for the sake of

completeness.

Table PEC.5

Potential Dollar Value of Payments Upon an Assumed Termination of

Employment at Year-End Related to a CIC Event


Name	Cash Severance	Pro Rated Bonus1	Stock Awards	Pension Restoration2	Savings Restoration	Health & Welfare	Other	Tax Gross-up Payments	Total
Mr. Jordan	7,965,000	1,687,500	14,486,348	953,275	936,417	32,884	2,458,094	na	28,519,518
Ms. Dmuchowski	2,622,083	510,000	2,437,529	—	—	33,003	950,943	na	6,553,558
Mr. Restel	3,440,577	700,000	4,841,325	—	151,177	30,629	25,000	na	9,188,708
Mr. Popwell	4,130,000	676,667	4,024,373	470,099	423,132	22,014	25,000	na	9,771,285
Ms. LoCascio	2,798,958	650,000	4,482,864	—	156,246	32,884	25,000	na	8,145,952

1The amounts in this column reflect “the bonus amount” defined in each CIC severance plan or agreement, as applicable, discussed above.

POST-EMPLOYMENT COMPENSATION


	91	2024 PROXY STATEMENT

2Absent a CIC event, a participant in the pension restoration plan can elect, at termination of employment, to receive a lump sum payment based on the

present actuarial value of the expected pension payment stream. In a CIC context, participants will receive a lump sum payment in lieu of the payment

stream. If a participant terminated in relation to a CIC is under age 55 or has less than 15 years of service, the CIC lump-sum payment would be

enhanced to reflect that age and those service years.

Table PEC.5 illustrates payments that would be owed if

each NEO had experienced a qualifying termination of his

or her employment at year-end following a hypothetical

CIC event in 2023. The table does not reflect actual

amounts that could or would be owed to any NEO in

connection with an actual CIC event, which actual

amounts will vary

with the timing and other circumstances surrounding an

actual qualifying termination following that CIC event.

Moreover, Table PEC.5 is not intended to predict or

suggest any probability that a CIC event will occur in the

future or that any of the NEOs will experience a qualifying

termination following such an event.

POST-EMPLOYMENT COMPENSATION


	92	2024 PROXY STATEMENT

Pay Versus Performance

The following table is presented as required by proxy

disclosure rules. As discussed below, each of the

compensation amounts presented in columns (b) through

(e) is a composite of amounts actually paid or owed, plus

amounts granted based on values at grant, and plus or

minus adjustments which FHN does not employ in its

compensation programs or decisions. Moreover, the

amounts presented in columns (d) and (e) represent

averages of those composites for four, five, or six

executive officers, some of whom experienced major job

changes in one or two of the years presented which

substantially increased or reduced their total

compensation for those years. For further information,

see the column explanations below and Relation of Pay to

Performance beginning on page 95.

Table PVP.1

Pay Versus Performance


(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)
Year	Summary Compensation Table Total for CEO	Compensation Actually Paid to CEO	Average Summary Compensation Table Total for Non-CEO NEOs	Average Compensation Actually Paid to Non-CEO NEOs	Value of Initial Fixed $100 Investment Based on:		FHN Net Income (millions of $s)	FHN 3-yr-avg Adjusted Return on Tangible Common Equity (A-ROTCE)*
Year	Summary Compensation Table Total for CEO	Compensation Actually Paid to CEO	Average Summary Compensation Table Total for Non-CEO NEOs	Average Compensation Actually Paid to Non-CEO NEOs	FHN Total Shareholder Return	Peer Group Total Shareholder Return	FHN Net Income (millions of $s)
2023	13,043,041	(11,688,459)	2,584,098	(1,044,319)	131.82	143.30	916	18.38%
2022	7,237,769	17,866,977	4,464,277	6,279,548	217.90	143.87	912	17.48%
2021	8,414,496	11,818,805	3,641,125	2,576,321	141.55	154.57	1,010	24.45%
2020	5,580,188	(6,406,047)	11,989,412	13,708,341	106.73	113.11	857	14.10%
2019	5,551,044	8,735,703	3,195,845	2,866,345	130.43	123.87	452	17.39%

* For each row, A-ROTCE shown is an average for the three-year performance period ended with the year shown in column (a). A-ROTCE for 2023 has not

yet been reviewed and accepted by the Compensation Committee for purposes of final 2021-2023 performance determinations.

Explanations of certain columns follow:

Cols (b) & (d). Summary Compensation Table (SCT) data.

Each year we report total compensation of our CEO and of

four to six additional named executive officers ("NEOs") in

the Summary Compensation Table. This year's SCT—Table

RC.1—appears on page 78, and this year we have four

NEOs in addition to the CEO. Total compensation for each

of the NEOs is presented each year in the SCT as required

by proxy disclosure rules.

Col (d). Average SCT data. For each year, Column (d)

presents the average total compensation for the NEOs

other than our CEO. Each year, the identity of the other

NEOs varies, as shown in Table PVP.2 below. Moreover, in

three instances, other NEOs had departed before year-

end, and in one instance an NEO was hired late in the

year. The circumstances of departure (retirement,

negotiated separation, simple resignation) substantially

altered the compensation outcomes for those persons in

those years. The averaging calculations use each total "as

is"; the calculations do not annualize or normalize any

person's compensation for any given year.

Cols (c) & (e). Compensation Actually Paid (CAP). The

information presented in these columns adjusts the SCT

data in specific ways prescribed by the proxy disclosure

rules. Although the CAP information does include amounts

actually paid, it also includes amounts not yet earned or

paid as well as amounts that do not represent specific and

direct dollar obligations. Supplemental details concerning

the two CAP columns, including the names of each NEO

each year as well as the adjustments made, is presented

under the caption Supplemental and Supporting

Information beginning on page 94 below.

Col (e). Average CAP data. For each year, Column (e)

presents the average of the total "compensation actually

paid" for the NEOs other than our CEO.

Col (f). FHN TSR. For each year under column (f), Table

PVP.1 shows the dollar value of $100 invested in FHN

common stock on the last trading day of 2018 measured

as of the last trading day of the year in question. All

dividends are assumed reinvested, all transaction costs

are assumed to be zero, and all taxes are ignored. For

example, the "2021" row shows that value measured over

the 3-year period December 31, 2018 through December

31, 2021.

Col (g). Peer TSR. FHN uses different peer groups for

different purposes. See Peer Group & Market

Benchmarking beginning on page 73 for further

information. For several years (including 2023) the peer

PAY VERSUS PERFORMANCE


	93	2024 PROXY STATEMENT

group we used for a TSR performance measure used in

long-term stock awards has been the Keefe, Bruyette &

Woods (KBW) Regional Bank Index, which is publicly

reported under the trading symbol KRX. The peer group

TSR data in column (g) relates to the KRX Index. As with

column (f), for each year under column (g), the table

shows the dollar value of $100 invested in a fund that

exactly matches the KRX index on the last trading day of

2018 measured as of the last trading day of the year in

question. All dividends are assumed reinvested, all

transaction costs are assumed to be zero, and all taxes are

ignored. KRX returns are market-capitalization weighted:

the largest banks in the index have a much larger impact

on index performance than the smallest banks.

Col (h). FHN Net Income. Column (h) shows, for each year,

FHN's net income as reported in our Annual Reports on

Form 10-K, in the Consolidated Statements of Income

appearing in Item 8 of each Report.

Col (i). 3-Year-Average Adjusted Return on Tangible

Common Equity (A-ROTCE). For all five of the years shown

in Table PVP.1, we have used adjusted return on average

tangible common equity, or "A-ROTCE," as the primary

driver of performance outcomes of our executive PSUs.

For each of those PSUs, our A-ROTCE for each of the three

performance years was averaged and ranked against the

3-year average ROTCE reported by each bank in the KRX

Index. A median ROTCE rank by FHN would result in target

(100%) PSU performance before adjustment for our TSR

rank. Top-quartile rank would result in top (150%) ROTCE

performance, while bottom-quartile rank would result in

zero payout. For a given year, ROTCE is our net income

available to common shareholders divided by our average

(for the year) tangible common equity. "Tangible" equity

removes goodwill and certain other amounts from total

equity, and "common" equity means that preferred stock

is excluded. The categories of PSU adjustments to ROTCE

are set at the time of grant; although they could change

from year to year, they have been fairly consistent over

this period. Adjustments to arrive at A-ROTCE are made

for certain specified items, including changes in

accounting principles and certain unusual or non-recurring

items, such as litigation settlements. Also, income and

expenses recognized for pending or completed mergers,

certain divestitures, and certain other strategic events are

removed from A-ROTCE calculations. See Performance

Stock Units within the section captioned Long-Term

Incentive Awards, which begins on page 71, for additional

information. The A-ROTCE numbers shown in Table PVP.1

have been approved by the Compensation Committee

except for 2023, which will be submitted for approval in

April 2024.

Col (i). A-ROTCE used for PSUs vs. Adjusted ROTCE

presented in quarterly earnings announcements. The

adjustments used to calculate A-ROTCE usually are not the

same as those used to calculate adjusted ROTCE disclosed

each quarter in our earnings announcements. A-ROTCE, as

mentioned above, is adjusted as prescribed by the PSU

terms established at each grant date, applicable for the

entire three year performance period. In contrast, our

earnings announcements usually list certain "notable

items" that had an unusual and significant impact on

earnings that quarter. Adjusted income measures,

including ROTCE, are presented each quarter to show the

degree of those impacts and to show normalized earnings,

to help make quarter-to-quarter and year-to-year

comparisons more meaningful. In many instances a

notable item for earnings disclosures is also an amount

excluded from A-ROTCE calculations. However, notable

items are not always excluded from A-ROTCE, and some A-

ROTCE adjustments may not be viewed as notable in a

given quarter.

Supplemental and Supporting Information

NEOs Each Year

Table PVP.2

Named Executive Officers 2019-2023


	2023	2022	2021	2020	2019
CEO	D. Bryan Jordan	D. Bryan Jordan	D. Bryan Jordan	D. Bryan Jordan	D. Bryan Jordan
Other NEOs	Hope Dmuchowski Anthony J. Restel David T. Popwell Tammy S. LoCascio	Hope Dmuchowski Anthony J. Restel David T. Popwell Tammy S. LoCascio Daryl G. Byrd	Hope Dmuchowski Daryl G. Byrd Anthony J. Restel David T. Popwell Michael J. Brown William C. Losch III	William C. Losch III Daryl G. Byrd Michael J. Brown Anthony J. Restel	William C. Losch III Michael E. Kisber David T. Popwell Susan L. Springfield

PAY VERSUS PERFORMANCE


	94	2024 PROXY STATEMENT

Adjustments Resulting in CAP Data (Cols. (c) & (e))

The following two tables provide details regarding the specific adjustments made to create CAP data.

Table PVP.3a

Adjustments Made to SCT Data to Create CAP Data for CEO


(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)	(k)
Year	Pension Adjustments		Stock Award Adjustments*
Year	Subtract Pension Plan Change in Value per GAAP (SCT Col. (h))	Add Pension Service Cost per GAAP	Subtract Non-Option Grant Date Value (SCT col (e))	Subtract Option Grant Date Value (SCT col (f))	Subtract Awards Forfeited during Year (using prior YE Values)	Add YE Value of Awards Granted during Year	Add Year-over- Year Value Change in Older Awards	Add Vesting Date Value of Short-Term Awards**	Add YTD through Vesting Value Change of Awards Vested during Year	Add Dividends Paid on Awards during Year
2023	(1,134,668)	—	(9,243,562)	—	—	7,719,296	(20,022,131)	—	(3,054,341)	1,003,906
2022	—	—	(4,243,600)	—	—	5,747,259	5,652,925	—	3,026,733	445,891
2021	(868,537)	—	(4,815,250)	—	—	5,089,506	1,854,007	—	1,886,146	258,437
2020	(893,748)	—	(2,000,000)	(292,327)	—	3,345,672	(11,303,923)	—	(984,190)	142,281
2019	(921,334)	—	(1,800,000)	(314,360)	—	3,991,572	1,710,514	—	299,165	219,101

*In all cases, award "value" refers to fair value calculated using the same financial-statement methods used in the Summary Compensation Table. For

columns (h) and (j), a negative number means the value declined.

** The adjustment in column (i) applies only if FHN granted a stock award that vested in the year of grant. The CEO received no such award.

Table PVP.3b

Adjustments Made to SCT Data to Create CAP Data for Other NEOs (Averaged)


(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)	(k)
Year	Pension Adjustments		Stock Award Adjustments*
Year	Subtract Pension Plan Change in Value per GAAP (SCT Col. (h))	Add Pension Service Cost per GAAP	Subtract Non-Option Grant Date Value (SCT col (e))	Subtract Option Grant Date Value (SCT col (f))	Subtract Awards Forfeited during Year (using prior YE Values)	Add YE Value of Awards Granted during Year	Add Year-over- Year Value Change in Older Awards	Add Vesting Date Value of Short-Term Awards**	Add YTD through Vesting Value Change of Awards Vested during Year	Add Dividends Paid on Awards during Year
2023	(128,378)	—	(1,249,972)	—	—	718,620	(2,938,976)	—	(72,362)	42,651
2022	—	—	(1,848,720)	—	—	2,503,773	920,390	—	195,782	44,047
2021	—	—	(2,036,042)	—	(666,616)	1,871,856	(860,436)	—	541,862	84,572
2020	—	—	(144,375)	(28,136)	—	1,473,145	406,712	—	(39,182)	50,765
2019	(128,424)	—	(1,375,351)	(83,829)	—	1,990,342	(856,955)	—	77,411	47,306

*In all cases, award "value" refers to fair value calculated using the same financial-statement methods used in the Summary Compensation Table. For

columns (h) and (j), a negative number means the value declined.

**The adjustment in column (i) applies only if FHN granted a stock award that vested in the year of grant due to a severance situation.

Relation of CAP to Performance

Overview

Proxy statement rules require us to discuss the

relationship of the compensation actually paid ("CAP")

data presented in columns (c) (for the CEO) and (e) (for

other NEOs) of Table PVP.1 to the performance measures

presented in columns (f) (our TSR), (h) (our net income),

and (i) (our adjusted ROTCE) of the Table. In addition, we

are required to compare our TSR with that of the KRX

index, presented in column (g) of Table PVP.1. In

reviewing the following, please keep in mind that we do

not use the CAP data for any purpose.

PAY VERSUS PERFORMANCE


	95	2024 PROXY STATEMENT

CAP

Chart PVP.1 presented below graphically shows the CAP of

our CEO and, as an average, of our other NEOs for each of

the years 2019-2023. That information is presented

numerically in Table PVP.1 above, in columns (c) and (e).

Charts PVP.2, .4, and .5 in this discussion show the relation

of CAP to certain performance measures, but an

understanding of CAP is necessary to appreciate those

charts.

CAP—compensation actually paid—is a misnomer.

Although the proxy disclosure rules require us to use that

term, the CAP numbers that are shown only partly reflect

amounts actually paid to anyone. CAP numbers should be

viewed as being comprised of both actual and highly-

adjusted compensation amounts. Tables PVP.3a and .3b

above show in detail the numerical differences between

CAP and the compensation reported in the Summary

Compensation Table (Table RC.1) on page 78. The

adjustments used in deriving CAP can result in large and

seemingly idiosyncratic fluctuations from year to year,

which is evident in Chart PVP.1. However, as discussed

below, those fluctuations largely were driven by

significant volatility in our stock price, much of which was

driven by events external to our ordinary business

operations.

Chart PVP.1

CEO CAP in Chart PVP.1 ranged from a high of $17,866,977

in 2022 to a low of $(11,688,459) in 2023. The two years

for which CAP was a negative number—negative

compensation "actually paid"—resulted from large down-

swings in the market price of our stock from the beginning

of the year to the end. A key adjustment to arrive at CAP is

to add or subtract year-over-year changes in stock price

associated with compensatory stock awards granted,

vested, and outstanding during the year. In 2020, the key

factor was COVID-19's impact on the market overall. In

2023, the key factor was the termination of the all-cash TD

transaction in May in the context of a banking crisis, as

three regional banks failed in less than two months.

The 2020 and 2023 CAP numbers literally suggest that the

CEO in 2020 was paid nothing, or even owed an amount to

us. In fact, he was actually paid salary and bonus and had

older stock awards vest. The significant losses in his stock

award values did occur but were largely unrealized, as

were his losses in stock holdings apart from awards, which

CAP does not include.

The average CAP of the other NEOs over this five-year

period also fluctuated substantially, though less severely

than that of the CEO. Volatility was diminished in part

because each year shown is an average of the CAPs for

four or more other officers. The stock-price impacts noted

for the CEO also affected the other NEOs. However, the

other NEOs generally receive less of their total direct

compensation in the form of stock awards, so price

impacts on CAP are less. In addition, the other NEO

average CAP was very significantly raised in 2020 because

three of the four other NEOs that year received very large

change in control benefits associated with our merger of

equals with IBKC, which overwhelmed the negative impact

of our COVID-driven stock price decline that year.

PAY VERSUS PERFORMANCE


	96	2024 PROXY STATEMENT

Relation of CAP to FHN's TSR

Chart PVP.2 graphically shows the relation of the CAP data in Table PVP.1 (columns (c) and (e)) to our TSR (column (f)).

Chart PVP.2

Our TSR for any given period depends on our stock price

change from start to end, and on our dividends during the

period which are assumed to be reinvested each quarter.

For this presentation, TSR represents the value of $100

invested on December 31, 2018, measured at the end of

each of the five years shown.

As mentioned above in the discussion of CAP, our stock

price fell significantly in 2020 and again in 2023, directly

resulting in a fall in TSR and a fall in the CEO's CAP for

those years. The chart shows that the CEO's CAP was

impacted by the 2020 and 2023 stock price decrease much

more robustly than TSR.

Average CAP for the other NEOs rose in 2020 despite the

fall in stock price and TSR that year. Although the other

NEOs also were negatively impacted by the fall in our

stock price, three of the four other NEOs that year

received very large change in control benefits associated

with our merger of equals with IBKC. Our CEO received no

such benefit. Other NEO CAP fell in 2023 for the reasons

mentioned above, but less robustly than the CEO's CAP.

The compensation mix for the other NEOs generally

contains a lower percentage of stock awards, reducing the

effects of a stock price downturn.

PAY VERSUS PERFORMANCE


	97	2024 PROXY STATEMENT

Relation of FHN TSR to Peer TSR

Chart PVP.3 graphically shows the relation of our TSR (column (f) of Table PVP.1) to the TSR of our peer group, represented by

the Keefe, Bruyette & Woods (KBW) Regional Bank Index, which is publicly reported under the trading symbol KRX (column

(g)).

Chart PVP.3

As mentioned above, our TSR depends significantly on our

stock price change from start to end, and moderately on

our dividends which are assumed to be reinvested each

quarter. The KRX Index TSR is measured analogously, but

differs somewhat from any particular company's TSR: (i)

the index is a blend of the stock and dividend performance

of 50 banks, and the blending is market-weighted so that

the largest index banks significantly outweigh the

smallest; and (ii) over time, the 50 banks that comprise

the KRX index change as some no longer satisfy KBW's

criteria for inclusion and are replaced.

Chart PVP.3 shows very significant correlation of FHN's

TSR with the KRX TSR, except for 2022. As mentioned

above, our year-end 2022 stock price was $24.50 per

share, very substantially higher than a year earlier, while

the KRX index fell modestly that year. Our price, and

therefore our TSR, was artificially inflated by our then-

pending all-cash acquisition by TD. As Chart PVP.3 shows,

after the TD transaction terminated, our TSR roughly fell

back in line with the KRX Index.

During the past five years, we used our TSR, ranked

against the TSR of the KRX Index, as an adjuster for PSU

awards (a key component of executive pay and driver of

CAP) measured from grant to vesting, roughly three years.

However, the connection of TSR to CAP is not strong. TSR

merely adjusts the main performance outcome for PSUs,

and PSUs are only one component of overall executive

compensation. Moreover, although Table PVP.1 and Chart

PVP.3 show TSR figures, they use the same start date for

each year. We use a different start date for each PSU

grant. As a result, our use of TSR is significantly different

from what is presented in Table PVP.1 and Chart PVP.3.

PAY VERSUS PERFORMANCE


	98	2024 PROXY STATEMENT

Relation of CAP to Net Income

Chart PVP.4 graphically shows the relation of the CAP data in Table PVP.1 (columns (c) and (e)) to our net income (column (h)).

Chart PVP.4

Chart PVP.4 shows that our reported net income roughly

doubled from 2019 to 2021 and has fallen modestly since

then. The doubling was driven by the completion in 2020

of our merger of equals with IBERIABANK, which nearly

doubled our size. The moderation since 2021 largely has

been driven by unfavorable market conditions, particularly

rising interest rates and a very protracted yield curve

inversion. Those conditions greatly impacted two of our

business areas (related to fixed income trading and home

mortgages), and compressed our net interest margin.

Those impacts were partially moderated by steady loan

growth during the past two years, which was supported by

our investment discipline during the COVID-19 pandemic

years, by our strong capital position, by low loan loss

levels, and by strong execution of post-IBKC business

plans.

Our net income was very significantly unrelated to CAP

during this period. Stock price volatility in this period, as

noted above, was a significant driver of CAP, especially for

the CEO, but stock price had an unusually weak

connection to net income. As noted above, in this period

our stock price, and CAP, were heavily impacted by the

COVID-19 recession, our merger of equals with IBKC, our

2022 agreement to be acquired by TD and its termination

in 2023, and the banking panic that followed the failures

of three prominent banks in the spring of 2023. COVID-19

hurt our net income, but that impact was overwhelmed by

the positive effects of the merger with IBKC. The TD

transaction caused our stock price to rise sharply in 2022

but negatively affected our net income with 14 months of

added direct expense and operational stand-stills. When

the TD transaction terminated in 2023, our stock price fell

sharply while our net income was boosted significantly

with a termination fee. And while the banking crisis in

2023 severely reduced our stock price (and CAP), it had

only a moderate impact on net income. Although our

deposit costs rose significantly, growth in deposit balances

allowed us to dispense with a significant amount of

borrowings.

The completion of the IBKC merger in 2020 was one major

event that affected net income and CAP directionally in

the same way. Net income, which in most years comes

mainly from ordinary business operations, nearly doubled

by 2021 (the first full year after closing) because business

operations nearly doubled. Major components of

compensation did not automatically rise following the

merger, nor did our larger size directly affect any

performance outcomes related to compensation.

However, our executive compensation benchmarking

after 2020 changed because our size was much larger.

Major pay components (salary, bonus, long-term awards)

have competitively increased for the CEO and the other

NEOs generally. CAP levels after 2020 have been pushed

up by that merger even if that impact is obscured in Chart

PVP.4 by the large impacts from stock price volatility and

2020 change in control payments for the other NEOs, as

discussed previously.

PAY VERSUS PERFORMANCE


	99	2024 PROXY STATEMENT

Relation of CAP to A-ROTCE

Chart PVP.5 graphically shows the relation of the CAP data in Table PVP.1 (columns (c) and (e)) to our adjusted ROTCE used to

drive performance outcomes in our PSU awards (column (i)).

Chart PVP.5

Comparing Charts PVP.4 and .5 shows that during this

period, (i) A-ROTCE (unlike net income) was not directly

impacted by our large increase in size when we closed the

IBKC merger in mid-2020, and (ii) A-ROTCE was

significantly more volatile than net income. Those

differences, discussed below, resulted in A-ROTCE being

noticeably better correlated with CEO CAP than net

income.

ROTCE is a ratio of an income measure over a capital

measure. When income and capital both increase

substantially at the same time—as when IBKC and FHN

merged—the ratio tends to be only modestly impacted by

the event.

A-ROTCE results during this period were significantly

impacted by the adjustments in two years: in 2020, a large

accounting gain (much larger than the related merger

expenses) recognized at the closing of the IBKC merger

was excluded; and in 2023, a large merger termination fee

(also much larger than the related merger expenses) was

excluded. Major impactors that were not adjusted out of

A-ROTCE included: in 2020, our loan-loss provisioning rose

substantially, related to the COVID-19 recession; in 2021,

a significant amount of the 2020 loan-loss provisioning

was reversed when it became clear that the losses were

not going to occur; and, in 2022 and 2023, poor market

conditions severely curtailed fixed income trading and

mortgage-related businesses while diminishing our loan

spreads. Although the non-adjusted factors also impacted

net income, they impacted net income more moderately

in terms of year-over-year changes.

Chart PVP.5 shows that, during the period presented, A-

ROTCE rose and fell in synchrony with CEO CAP each year

except 2022, when CEO CAP was greatly inflated by the

stock price gain associated with the then-pending TD

acquisition. In contrast, A-ROTCE's rise-and-fall pattern is

significantly out of synch with the average CAP of the

other NEOs. As explained previously, the other NEO CAP

numbers in 2020 and in 2021 were aberrational for

reasons unrelated to stock price or financial performance.

If those two years are omitted, the patterns of A-ROTCE

and other NEO CAP are better aligned. The alignment of A-

ROTCE and CAP derives from A-ROTCE's role as the main

driver for PSUs.

A-ROTCE (averaged over three years) is used as the key

performance measure in our executive PSU program. PSUs

are a large component of CAP. The PSU goal each year is

not an absolute A-ROTCE outcome. Instead, for each PSU

award our A-ROTCE results are ranked against ROTCE

reported by the KRX peer group during the PSU's three-

year performance period. That ranking is translated into a

payout percentage (50% to 150%), with bottom-quartile

ranking resulting in zero payout. The adjustments to

ROTCE are intended to exclude idiosyncratic gains and

losses from our results, making them more fairly

comparable to those of the large KRX group.

The A-ROTCE outcomes for the two most recent PSU

groups to vest (granted in 2019 and 2020, vesting in 2022

and 2023) were 150%, and our ranking in each case was

well into the top quartile. These outcomes had a positive

impact on CAP, though that was obscured in Chart PVP.5

PAY VERSUS PERFORMANCE


	100	2024 PROXY STATEMENT

by the larger impacts from stock price changes. A key

factor in those two favorable PSU outcomes was the 2021

A-ROTCE result. Like many other banks, for us 2021

benefited from a reversal of significant COVID-related

2020 loan loss provisioning. But for us, 2021 results also

benefited from synergies created in the wake of our IBKC

merger in 2020.

Key Performance Indicators (KPIs) Used Past 5 Years

Over the past five years, FHN has used five quantitative

KPIs as performance measures for performance-based

executive compensation (i.e., bonuses and PSUs):

Table PVP.4

Quantitative KPI Overview


Abbreviation	Description	Used In
A-ROTCE	adjusted return on average tangible common equity	PSUs
A-PTE	adjusted pretax earnings	Bonus
A-PPNR	adjusted pre-provision net revenue	Bonus
A-NIE	adjusted noninterest expense	Bonus
TSR	FHN's total shareholder return (measured from grant to vesting)	PSUs

Qualitative or subjective measures also are considered

each year and sometimes can have a significant impact on

an outcome.

Table PVP.5 maps which KPIs were used during the past

five years and how they were used. The table focuses on

quantitative KPIs, but does mention qualitative KPIs for

certain bonus years (i.e., MOE Integration and Credit

Quality), and also provides a fully-adjusted corporate

outcomes column, which includes the impact of

qualitative adjustments to "corporate" (company-wide)

outcomes. The impacts of personal plan outcomes for

individual executives are not reported in the table, except

for the CEO in the right-most column. In the table, "MOE"

refers to FHN's merger of equals with IBKC that closed in

2020.

Table PVP.5

Quantitative & Qualitative KPI Uses and Outcomes 2019-2023


Year	Performance- Based TDC* Component	Component Percentage of CEO's TDC	KPI Drivers of Outcomes & Weightings	KPIs were Measured Against	Calculated Outcomes (% of target)	Fully-adj'd Corporate Outcomes (% of target)	CEO Personal Ratings & Overall Outcomes (% of target)
2023	Bonus	24%	A-PTE (100%)	Budget	A-PTE 75%	85%	Pers 100% Overall 85%
2023	PSUs	36%	A-ROTCE (main driver) TSR (modifer)	KRX Peers	performance perod has not ended	discretionary adjustments not permitted	na
2022	Bonus	23%	A-PTE (60%) A-NIE (40% )	Budget	A-PTE 141% A-NIE 70%	115%	Pers 100% Overall 115%
2022	PSUs	37%	A-ROTCE (main driver) TSR (modifer)	KRX Peers	performance perod has not ended	discretionary adjustments not permitted	na
2021	Bonus	23%	A-PPNR (50%) MOE Integration (non-quant) (40%) Credit Quality (non-quant) (10%)	Budget	A-PPNR 95% MOE 100% Credit 125%	100%	Pers 100% Overall 100%
2021	PSUs	37%	A-ROTCE (main driver) TSR (modifier)	KRX Peers	performance to be determined in April 2024	discretionary adjustments not permitted	na

PAY VERSUS PERFORMANCE


	101	2024 PROXY STATEMENT


Year	Performance- Based TDC* Component	Component Percentage of CEO's TDC	KPI Drivers of Outcomes & Weightings	KPIs were Measured Against	Calculated Outcomes (% of target)	Fully-adj'd Corporate Outcomes (% of target)	CEO Personal Ratings & Overall Outcomes (% of target)
2020	Bonus (Post-MOE Half of Yr only)	31%	A-PPNR (50%) MOE Integration (non- quant) (50% )	Budget	A-PPNR 109% MOE 100%	104.5%	Pers 125% Cash 80% RSUs 45%
2020	PSUs	30%	A-ROTCE (main driver) TSR (modifier)	KRX Peers	A-ROTCE 150% TSR 125%	discretionary adjustments not permitted	na
2019	Bonus	29%	A-PTE (60%) A-NIE (40% )	Budget	A-PTE 107% A-NIE 100%	110%	Pers 108% Overall 119%
2019	PSUs	31%	A-ROTCE (main driver) TSR (modifier)	KRX Peers	A-ROTCE 150% TSR 125%	discretionary adjustments not permitted	na

* TDC consists of annual salary, annual bonus, and annually-granted long-term incentive awards. Awards consist of PSUs and RSUs for all

years shown. For additional information concerning TDC, see Total Direct Compensation (TDC) beginning on page 67. TDC does not

include special equity, retention, or new-hire awards.

PAY VERSUS PERFORMANCE


	102	2024 PROXY STATEMENT

Other Matters

The Board of Directors, at the time of the preparation and

printing of this proxy statement, knew of no other

business to be brought before the meeting other than the

matters described in this proxy statement. If any other

business properly comes before the meeting, the persons

named in the enclosed proxy will have discretionary

authority to vote all proxies in accordance with their best

judgment.

2025 Annual Meeting—Proposal & Nomination Deadlines

Rule 14a-8 Proposals

If you intend to submit a shareholder proposal for

inclusion in our proxy materials for the 2025 annual

meeting in accordance with Rule 14a-8 under the

Securities Exchange Act of 1934, as amended, it must be

received by the Corporate Secretary, First Horizon

Corporation, 165 Madison Avenue, Memphis, Tennessee,

38103, not later than November 11, 2024.

Proxy Access Nominations

If you would like to nominate a director for inclusion in

the proxy materials for our 2025 annual meeting in

accordance with Section 3.16 of our Bylaws (our proxy

access bylaw), such nomination must be submitted to the

Corporate Secretary, 165 Madison Avenue, Memphis,

Tennessee 38103 no earlier than 150 calendar days and

no later than 120 calendar days before the anniversary of

the date that the company mailed its proxy statement for

the prior year’s annual meeting of shareholders. Our

mailing date for the 2024 annual meeting is March 11,

2024, so a proxy access nomination would have to be

submitted not earlier than October 12, 2024 and not later

than November 11, 2024. If our annual meeting is not

scheduled to be held within 30 days before or 30 days

after the first anniversary date of the previous year’s

annual meeting, the nomination must be submitted by the

later of the close of business on the date that is 180 days

prior to the annual meeting date or the tenth day

following the date such annual meeting date is first

publicly announced or disclosed.

Other Proposals or Nominations

To be Brought before the 2025 Annual Meeting

Sections 2.8 and 3.6 of our Bylaws provide that a

shareholder who wishes to bring before a shareholder

meeting a director nomination or other proposal, outside

the processes that permit them to be included in our

proxy statement, must comply with certain procedures.

These procedures require written notification to us,

generally not less than 90 nor more than 120 days prior to

the date of the shareholder meeting. Such shareholder

proposals and nominations must be submitted to the

Corporate Secretary. Section 2.4 of our Bylaws provides

that our annual meeting of shareholders will be held each

year on the date and at the time fixed by the Board of

Directors. The Board of Directors has determined that our

2025 annual meeting will be held on April 29, 2025. Thus,

shareholder proposals and director nominations

submitted outside the processes that permit them to be

included in our proxy statement must be submitted to the

Corporate Secretary between December 30, 2024, and

January 29, 2025, or the proposals will be considered

untimely. If we give fewer than 100 days’ notice or public

disclosure of a shareholder meeting date to shareholders,

then we must receive the shareholder notification not

later than 10 days after the earlier of the date notice of

the shareholders’ meeting was mailed or publicly

disclosed. Untimely proposals may be excluded by the

Chairman of the Board, or our proxies may exercise their

discretion and vote on these matters in a manner they

determine to be appropriate.

In order for shareholders to give timely notice of

nominations for directors for inclusion on a universal

proxy card in connection with the 2025 Annual Meeting,

notice must be submitted by the same deadline as

disclosed in this section above for submission of proposals

and nominations under Sections 2.8 and 3.6 of our Bylaws

and must include the information required by Section 3.6

of our Bylaws and by Rule 14a-19(b)(2) and Rule

14a-19(b)(3) under the Securities Exchange Act of 1934, as

amended.

OTHER MATTERS


	103	2024 PROXY STATEMENT

Availability of Annual Report on Form 10-K

A copy of our annual report on Form 10-K, including the

financial statements and schedules thereto, which is filed

with the SEC, is included as part of these proxy materials.

If you are a shareholder of record who did not receive a

printed copy of the annual report on Form 10-K but would

like one, you may obtain one free of charge upon written

request to the Treasurer, First Horizon Corporation, P. O.

Box 84, Memphis, Tennessee, 38101. Each such written

request must set forth a good faith representation that as

of the record date specified in the notice of annual

shareholders’ meeting the person making the request was

a beneficial owner of a security entitled to vote at the

annual meeting of shareholders. The exhibits to the

annual report on Form 10-K will also be supplied upon

written request to the Treasurer and payment to us of the

cost of furnishing the requested exhibit or exhibits. A

document containing a list of the exhibits to Form 10-K, as

well as a brief description and the cost of furnishing each

such exhibit, will accompany the requested printed copy

of annual report on Form 10-K.

Pay Ratio of CEO to Median Employee

We are required to disclose a comparison of the 2023

total compensation of our CEO with that of our median-

paid associate. For that purpose, we selected the median

associate using total federally taxable income reported by

us for 2021 to the U.S. Internal Revenue Service. The

median associate was that person, employed by us at

year-end 2023, whose 2021 taxable income ranked at the

fiftieth percentile of all our associates other than the CEO.

For this purpose, all associates included part-time and

seasonal personnel as well as persons who joined us

during the year. Total compensation for our CEO in 2023,

calculated using the methodology reported in the

Summary Compensation Table section starting on page 78,

was $13,043,041. Total compensation for our median

associate for 2023, calculated using the same

methodology, was $66,007. The ratio of 2023 total

compensation for the CEO in relation to that for the

median associate is 198 to one.

The information disclosed in this section was developed

and is provided solely to comply with specific legal

requirements. We do not use any of this information in

managing our company. We do not believe this

information provides shareholders with a useful

mechanism for evaluating our management’s

effectiveness, operating results, or business prospects, nor

for comparing our company with any other in any

meaningful respect.

BY ORDER OF THE BOARD OF DIRECTORS

Clyde A. Billings, Jr.

Senior Vice President,

Assistant General Counsel and

Corporate Secretary

March 11, 2024

OTHER MATTERS


	104	2024 PROXY STATEMENT

Appendix A

FIRST HORIZON CORPORATION

2021 INCENTIVE PLAN

As amended February 25, 2024


Section 1. Purposes

The purposes of this Plan are to promote the interests of the Company and its shareholders by (i) attracting and

retaining officers, Associates, and Non-Employee Directors of the Company and its Subsidiaries, (ii) motivating

such individuals by means of linking a component of compensation to the Company’s stock value and by means of

performance-related incentives to achieve performance goals established by the Board or its Committee, (iii)

enabling such individuals to participate in the growth and financial success of the Company, (iv) encouraging

ownership of stock in the Company by such individuals, and (v) aligning significant compensation elements with

the interests of the Company’s shareholders. Capitalized terms used in this Section and elsewhere in the Plan are

defined in Section 18.


Section 2. Administration

(A)Authority of the Board. The Board will administer Section 7 and other provisions related to Non-Employee

Directors. The Board also retains the general authority—parallel and equivalent to that of the Committee—to

grant or administer Awards under other sections of the Plan.

(B)Authority of the Committee. Except as provided in Section 2(A) and Section 7, the Committee will

administer the Plan. Subject to the terms of the Plan and applicable law, and in addition to other express powers

and authorizations conferred on the Committee by the Plan, the Board, the Company’s Bylaws, or applicable law,

the Committee has full power and authority in its discretion to: (i) designate Participants; (ii) determine the type or

types of Awards to be granted to a Participant and the names of the Awards, if different from the terminology

used in the Plan; (iii) determine the number of Shares to be covered by, or with respect to which payments, rights,

or other matters are to be calculated in connection with, Awards; (iv) determine the timing, terms, and conditions

of any Award; (v) accelerate the time at which all or any part of an Award may be Vested, settled, or exercised; (vi)

determine whether, to what extent, and under what circumstances Awards may be settled or exercised in cash,

Shares, other securities, other Awards, or other property, or canceled, forfeited, or suspended, and the method or

methods by which Awards may be settled, exercised, canceled, forfeited, or suspended; (vii) determine whether,

to what extent, and under what circumstances cash, Shares, other securities, other Awards, other property, and

other amounts payable with respect to an Award will be delayed or deferred either automatically or at the

election of the Participant or of the Committee; (viii) interpret and administer the Plan and any instrument or

agreement relating to, or Award made under, the Plan; (ix) amend or modify the terms of any Award after grant;

(x) establish, amend, suspend, or waive such rules and regulations and appoint such agents as it deems

appropriate for the proper administration of the Plan; and (xi) make any other determination and take any other

action that the Committee deems necessary or desirable for the administration of the Plan, subject to the

exclusive authority of the Board under Section 16 to amend, suspend, or terminate the Plan.

(C)Committee Discretion Binding. Unless otherwise expressly provided in the Plan, all designations,

determinations, interpretations, and other decisions under or with respect to the Plan or any Award will be within

the sole discretion of the Committee, may be made at any time and will be final, conclusive, and binding upon all

Persons, including any Employer, any Participant, any holder or beneficiary of any Award, any Associate, any Non-

Employee Director and any Regional Board Member.

APPENDIX A—2021 INCENTIVE PLAN


	A-1	2024 PROXY STATEMENT

(D)Action by the Committee. Except as otherwise provided in the Company’s bylaws or the Committee’s

charter, if any, a majority of the Committee’s members will constitute a quorum. Any decision or determination

reduced to writing and signed by all of the members of the Committee will be fully effective as if it had been made

by a majority vote at a meeting duly called and held. The Committee may appoint a secretary and may make such

rules and regulations for the conduct of its business as it deems advisable.

(E)Delegation. Subject to the terms of the Plan, the Board or the Committee may, to the extent permitted by

law, delegate to (i) a subcommittee of the Committee, (ii) one or more officers or managers of the Company or an

Employer, or (iii) a committee of such officers or managers, the authority, subject to such terms and limitations as

the Board or the Committee determines, to grant Awards to, or to cancel, modify or waive rights with respect to or

to alter, discontinue, suspend, or terminate Awards held by, Participants who are not Section 16 Executives or

directors of the Company or who are otherwise not subject to SEC Section 16.

(F)Procedures. The Company may adopt or approve administrative procedures and practices (“Procedures”)

applicable to the Plan and its Awards from time to time under the authority and oversight of the Committee. The

Committee may cause the Company to embed substantive practices and policies in the Procedures, consistent

with the Committee’s authorities under the Plan, as well as purely administrative matters.

(G)Delayed Payment and Deferrals. The Committee may require or permit the payment or delivery of any

Award to be delayed or deferred after Vesting. Any such delay or deferral must comply with Section 15 unless the

Committee expressly, in a particular case, determines otherwise. Any such delay or deferral feature may be

canceled or changed by the Committee at any time prior to commencement of the delay or deferral period,

without the consent of the Participant. No Participant has any right to delay or defer payment or delivery. During

any delay or deferral period, the Committee may, but need not, provide for interest or dividend accruals,

reinvestments, or payments, as provided in Section 17(A).


Section 3. Shares Available for Awards; Other Limitations

(A)Shares Available for Awards; Limitations.

(i)Limits. Subject to adjustment as provided in Section 3(B):

(a)Share Limits for the Plan.

(1)Overall. The maximum number of Shares which may be issued with respect to Awards is:

27,000,000 Shares newly authorized for this Plan; plus any Shares underlying awards granted

under the Prior Stock Plan prior to this Plan’s inception which expire or are canceled, forfeited,

settled in cash, or otherwise terminated without delivery of Shares to the Prior Stock Plan

participant.

(2)Shares In Lieu. Of the total authorized in subsection (A)(i)(a)(1), the maximum number of Shares

which may be issued as Awards of Shares in Lieu is 1,350,000 Shares.

(3)Substitute Awards. The maximum number of Shares which may be issued as Substitute Awards is

1,350,000 Shares.

(b)Non-Employee Director Limits per year.

(1)Full-Value. The maximum aggregate dollar value of Full-Value Awards which may be granted in any

calendar year to any Non-Employee Director under Section 7 is $500,000. For this purpose, Shares

underlying Full-Value Awards will be valued at 100% of Fair Market Value on the grant date,

without discount of any sort, and dollar-denominated Units will be valued at 100% of face value,

without discount of any sort.

(2)Options & SARS. The maximum aggregate dollar value of Shares underlying Options and/or SARs

which may be granted in any calendar year to any Non-Employee Director under Section 7 is

$250,000. For this purpose, shares underlying Option and SAR Awards will be valued at 25% of Fair

Market Value on the grant date, without any other discount.

APPENDIX A—2021 INCENTIVE PLAN


	A-2	2024 PROXY STATEMENT

(3)Savings Clause. If a limit provided in this subsection (b) is or might be violated by the grant of a

Performance Award, that Award is not invalidated. However, after all final performance

determinations are made, if the Award still violates a limit, the final number of Shares, Units, or

dollars, as applicable, will be reduced to the minimum extent possible consistent with the limits

provided in this subsection, and the excess Shares, Units, or dollars will be cancelled and treated

as if they never had been granted.

(ii)Re-Usage if Award Shares are not Paid. If any Shares covered by an Award granted under the Plan, or to

which such an Award relates, are forfeited, or if an Award denominated in Shares is settled for cash or

terminates, expires unexercised, or is canceled for any reason without the delivery of Shares, then the

Shares covered by such Award or to which such Award relates, or the number of Shares otherwise

counted against the aggregate number of Shares which may be issued with respect to Awards, to the

extent of any such settlement, forfeiture, termination, expiration, or cancellation, will again become

Shares which may be issued with respect to Awards under Section 3(A)(i)(i)(a).

(iii)Option & SAR Re-Usage Limited. In connection with any Option or SAR Award, none of the following will

result in any Shares being added back to any of the limits in Section 3(A)(i)(i)(a): (a) the withholding of

Shares by the Company for tax liabilities; (b) the delivery of Shares (actual or deemed) by the Award

holder to pay an exercise price or tax liabilities; or (c) in the case of exercised SARs, the delivery of Shares

to the Participant in an amount less than the nominal number of Shares covered by the SAR Award.

(iv)No Tax Withholding Re-Usage. No shares withheld or re-acquired, pursuant to Section 15(A) or otherwise,

by the Company from the Participant for tax liabilities caused by Vesting, exercise, or other taxable event

relating to Awards (other than Options or SARs) will be added back to any of the limits in Section

3(A)(i)(i)(a).

(v)Dividend Reinvestment. Shares credited or paid in connection with a dividend reinvestment feature, if in

conformity with Section 17(A), will not be counted against any of the limits in Section 3(A)(i).

(B)Adjustments. The number of Shares available for Awards, the number of Shares that may be subject to

Awards granted to any one Participant in any period, the number of Shares covered by each outstanding Award,

and the price per Share covered by each such outstanding Award which uses a price will be proportionately

adjusted for any increase or decrease in the number of issued Shares resulting from a stock split, reverse stock

split, stock dividend, recapitalization, combination, or reclassification of the Shares, and may be proportionately

adjusted, as determined in the sole discretion of the Board, for any other increase or decrease in the number of

issued Shares effected without receipt of consideration by the Company or to reflect any distributions to holders

of Shares other than regular cash dividends. Except as expressly provided herein, no issuance by the Company of

shares of stock of any class, or securities convertible into shares of stock of any class, will affect, and no

adjustment by reason thereof will be made with respect to, the number or price of Shares subject to an Award.

After any adjustment made pursuant to this paragraph, the number of Shares subject to each outstanding Award

may be rounded down to the nearest whole number of shares or to the nearest fraction of a whole share specified

by the Committee, all as the Committee may determine from time to time. The Committee may approve different

rounding methods for different Award types and for different Award tranches or sizes within any single type. In

exercising its authority hereunder, the Committee will seek to adjust Option and SAR Awards so as to avoid

creating a modification of the Awards within the meaning of Section 409A. If the Committee determines to make a

modification, such modification must be expressly intended by the Committee, and is subject to Participant

consent and the other requirements of Section 15(C).

(C)Adjustments of Awards Upon the Occurrence of Substantial Spin-off or Certain Other Unusual or

Nonrecurring Events. The Committee is hereby authorized to make adjustments in the terms and conditions of,

the securities covered by, and the criteria included in, outstanding Awards in recognition of unusual or

nonrecurring events (including, without limitation, the events described in Section 3(B)) affecting the Company,

any Subsidiary, or the financial statements of the Company or any Subsidiary, or of changes in applicable laws,

regulations, or accounting principles, whenever the Committee is required to make such adjustments pursuant to

Section 3(B) or whenever the Committee, in its sole discretion, determines that such adjustments are necessary

and appropriate in order to prevent or substantially mitigate dilution or enlargement of the benefits or potential

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benefits intended to be made available under the Plan. With respect to Awards intended to comply with Section

409A, no adjustment hereunder may be inconsistent with Section 409A compliance of the Plan and such Awards.

(D)Substitute Awards. Any Shares issued by the Company as Substitute Awards will not reduce the Shares

available for Awards under the Plan.

(E)Sources of Shares. Any Shares delivered pursuant to an Award may consist, in whole or in part, of

authorized and unissued Shares or, to the extent permitted by applicable law, of issued Shares which have been

reacquired by the Company.


Section 4. Eligibility

Any Associate (including any officer or Associate-director of an Employer), Non-Employee Director, or Regional

Board Member is eligible to be designated as a Participant; provided, however, that Non-Employee Directors are

only eligible to receive Awards granted pursuant to Section 7. The receipt or holding of an Award will not affect a

person’s eligibility for other or future Awards; the Committee is permitted to grant more than one Award, and

more than one Award type, to a Participant from time to time.


Section 5. Stock Options and Stock Appreciation Rights

(A)Grant. Except for the Board’s reservations of authority under the Plan and otherwise, the Committee has

sole and complete authority to determine the Participants to whom Options and SARs will be granted, the number

of Shares subject to each Award, the exercise or base price of each Award, and the conditions and limitations

applicable to the exercise of Options and SARs.

(B)Pricing.

(i)General Authority. The Committee, in its sole discretion, will determine the Option Price of each Option

Award or the base price of each SAR Award.

(ii)Price Floor; no Back-Dating. Except in the case of Substitute Awards, the Option Price per Option Share

and the base price of an SAR Award may not be less than 100% of the Fair Market Value of a Share on the

grant date (determined in accordance with Section 17(E)).

(iii)No Re-Pricing. Except as provided by Section 3(B), Section 3(C), and Section 14, without shareholder

approval the Committee does not have the power to: (a) amend the terms of Options or SARs previously

granted under the Plan to reduce the Option Price of such Options or base price of such SARs; (b) cancel

Options or SARs previously granted under the Plan or under the Prior Stock Plan, and grant substitute

Options or SARs with a lower Option Price or base price than the cancelled Options or SARs, respectively;

or (c) if such Options or SARs (referenced in clause (b)) are out-of-the-money, cancel such Options or SARs

and, in consideration of such cancellation, grant one or more other Awards, make a cash payment, or take

any combination of such actions. Any such reduction, substitution, or other such action taken by the

Committee in advance of shareholder approval will be subject to, and ineffective until, approved by the

Company’s shareholders. For this purpose, an Award is “out-of-the-money” if the current Fair Market

Value of a Share is less than the option price or base price, respectively, of the Award.

(C)Term. Subject to the Committee’s authority under Section 2(A), each Award of Options or SARs will expire

on the expiration date determined by the Committee and specified in the Award Document. However, no Option

or SAR Award may be exercisable after the tenth anniversary of its grant date. In the case of a Substitute Award,

for this purpose the grant date is the date granted under this Plan.

(D)Exercise.

(i)General. Subject to Section 9(A), each Option and SAR Award will be exercisable at such times and subject

to such terms and conditions as the Committee may, in its sole discretion, specify in the applicable Award

Document or thereafter. The Committee has full and complete authority to determine whether an Option

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	A-4	2024 PROXY STATEMENT

or SAR Award is exercisable in full at any time or from time to time during the term of the Option or SAR

Award, or to provide for the exercise thereof in such installments, upon the occurrence of such events and

at such times during the term of the Option or SAR Award as the Committee may determine.

(ii)Conditions; Legal Compliance. The Committee may impose such conditions with respect to the exercise of

Options, including without limitation, any relating to the application of federal, state or foreign securities

laws or the Code, as it may deem necessary or advisable. The exercise of any Options granted hereunder

will be effective only at such times as the sale of Shares to the Participant pursuant to such exercise does

not violate any state or federal securities or other laws, as determined by the Committee or the Company

in their sole discretion.

(iii)Exercise Process. An Option or SAR Award may be exercised in whole or in part at any time within the

period permitted thereunder for the exercise thereof. The manner of exercise must conform with the

Award Document, the Procedures, and (as applicable) the processes used by the Company’s administrative

vendor, if any.

(iv)Payment of Option Price. The manner of exercise of Options must provide for commercially prompt

payment of the Option Price to the Company or to the Company’s option administrator, as agent for the

Company.

(a)Cash. Payment may be made in cash (including cash equivalents). The manner of cash payment must

conform to the Procedures, the Award Document, or the requirements of the Company’s option

administrator, as applicable.

(b)Cash from Simultaneous Sale. Subject to applicable securities laws and at the discretion of the

Committee, cash payment may be effected by exercising the Options and simultaneously selling the

Shares to be issued from the exercise, pursuant to a brokerage or similar arrangement or program

approved or permitted by the Committee.

(c)Payment with Shares and other Methods. The Committee, in its discretion, may allow payment of the

Option Price: (1) by tendering, either by way of actual delivery of Shares or attestation, (A) Shares

acquired directly from the Company that have been owned by the Option Award holder for not less

than six months, or (B) Shares acquired on the open market prior to the date of exercise, in either case

(2) by a combination of cash and such Shares, or (3) by such other method of payment as the

Committee determines to be acceptable; provided, however, that the Option Award holder is not

entitled to tender or attest to Shares pursuant to successive, substantially simultaneous exercises of

an Option Award or any other stock option awards granted by the Company or by any of its

predecessors. Consistent with Section 15(A), the Committee also may permit Shares to be tendered or

attested to cover applicable withholding taxes.

(d)No Rights Until Shares Issued. Until the Option Award holder has been issued Shares deriving from an

exercise, he or she possesses no rights as a shareholder with respect to such Shares and is not entitled

to any dividend or distribution the record date of which is prior to the date of issuance of such Shares.

(v)Payment of SARs. At the Committee's discretion, the amount payable as a result of the exercise of an SAR

Award may be settled in cash, Shares, or a combination of cash and Shares.


Section 6. Restricted Stock, Restricted Stock Units, & Restricted Cash Units

(A)Grant.

(i)General Authority. Except for the Board’s reservations of authority under the Plan and otherwise, the

Committee has sole and complete authority to determine the Participants to whom Restricted Stock,

Restricted Stock Units, and Restricted Cash Units are granted, the number of shares of Restricted Stock

and/or the number of Restricted Stock or Cash Units to be granted to each Participant, the dollar value per

Cash Unit, the duration of the period during which, and the conditions under which, the Awards may be

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	A-5	2024 PROXY STATEMENT

paid to the Participant or forfeited to the Company, and the other terms and conditions of such Awards.

Restricted Stock, Restricted Stock Unit, and Restricted Cash Unit Awards will be evidenced by Award

Documents in such form as the Committee from time to time approves, which documents must comply

with and be subject to the terms and conditions provided hereunder and any additional terms and

conditions established by the Committee that are consistent with the terms of the Plan.

(ii)Amounts and Vesting Period. Each Restricted Stock, Restricted Stock Unit, or Restricted Cash Unit Award

made under the Plan will be for such number of Shares or Units, as applicable, as will be determined by

the Committee and set forth in the Award Document. Consistent with Section 9(B), the Award Document

must require a period of time during which the grantee must remain in the continuous employment of one

or more Employers in order for the forfeiture and transfer restrictions to lapse. If the Committee so

determines, the restrictions may lapse during such restricted period in installments with respect to

specified portions of the Shares or Units covered by the Award. The Award Document may also, in the

discretion of the Committee, set forth performance or other conditions that, if satisfied, will result in the

lapsing of any applicable forfeiture and transfer restrictions, all as provided in Section 8. The Committee

may, at its discretion, waive all or any part of the restrictions applicable to any or all outstanding

Restricted Stock and Restricted Stock Unit Awards.

(B)Issuance of and Restrictions on Restricted Stock. The Company may implement the grant of a Restricted

Stock Award by (i) book-entry issuance of Shares to the Participant in an account maintained by the

Company at its transfer agent, (ii) issuance of certificates for Shares in the name of the Participant with

transfer and other restrictions, and/or with physical custody arrangements, acceptable to the Company, or

(iii) any other means of issuing Shares permitted by applicable law. Any such certificates and any related

stock powers will be held by the Company or any custodian appointed by the Company for the account of

the grantee subject to the terms and conditions of the Plan, and the certificate will bear such a legend

setting forth the restrictions imposed thereon as the Company, in its discretion, may determine. Unless

otherwise determined by the Committee, the grantee will have all rights of a shareholder with respect to

the Shares of unvested Restricted Stock, including the right to receive dividends and the right to vote such

Shares, subject to the following restrictions: (i) in the case of certificated Shares, the grantee will not be

entitled to delivery of the stock certificate until the expiration of the restricted period and the fulfillment

of any other restrictive conditions set forth in the Award Document with respect to such Shares; (ii)

transferability of the Shares will be restricted until Vesting and delivery, consistent with Section 12; and

(iii) except as otherwise determined by the Committee, all of the Shares will be forfeited and all rights of

the grantee to such Shares will terminate, without further obligation on the part of the Company, unless

the grantee remains in the continuous employment of one or more Employers for the entire restricted

period in relation to which such Shares were granted and unless any other restrictive conditions relating to

the Restricted Stock Award are met. Any cash, any Shares, any other securities of the Company, and any

other property distributed with respect to the Shares subject to Restricted Stock Awards will be subject to

the same restrictions, terms and conditions as such Restricted Stock, provided that the Committee may

provide in an Award Document for regular cash dividends to be paid prior to Vesting.

(C)Vesting of Restricted Stock. At the end of the restricted period and provided that any other restrictive

conditions of the Restricted Stock Award have been met, or at such earlier time as otherwise determined

by the Committee, all restrictions set forth in the Award Document relating to the Restricted Stock Award

or in the Plan will lapse as to the restricted Shares subject thereto, and, if certificated, a stock certificate

for the appropriate number of Shares, free of the restrictions and restricted stock legend imposed thereon

as described in the second sentence of Section 6(B), will be delivered to the Participant.

(D)Vesting, Valuation, and Payment of Restricted Stock Units. At the end of the restricted period and

provided that any other restrictive conditions of the Restricted Stock Unit Award have been met, or at

such earlier time as otherwise determined by the Committee, all restrictions set forth in the Award

Document relating to the Restricted Stock Unit Award or in the Plan will lapse. Each Restricted Stock Unit

paid in cash will have a value equal to the Fair Market Value of a Share on the Vesting date or such other

prior valuation date selected by the Committee, or equal to the Average Fair Market Value of a Share for

the trading days in the valuation period selected by the Committee. Restricted Stock Units will be paid in

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	A-6	2024 PROXY STATEMENT

cash, Shares, other securities or other property, as determined in the sole discretion of the Committee,

following the lapse of the restrictions applicable thereto, or otherwise in accordance with the applicable

Award Document.

(E)Vesting, Valuation, and Payment of Restricted Cash Units. At the end of the restricted period and provided

that any other restrictive conditions of the Restricted Cash Unit Award have been met, or at such earlier

time as otherwise determined by the Committee, all restrictions set forth in the Award Document relating

to the Restricted Cash Unit Award or in the Plan will lapse. Each Restricted Cash Unit will have a value

equal to the dollar value per Unit selected by the Committee at grant, plus interest (if any) provided in the

Award Document or otherwise by the Committee. Restricted Cash Units will be paid in cash following the

lapse of the restrictions applicable thereto, or otherwise in accordance with the applicable Award

Document.


Section 7. Non-Employee Director Awards

Subject to the limitations of Section 3(A)(i)(b) and Section 9, the Board may provide that all or a portion of a Non-

Employee Director’s annual retainer and/or meeting fees, or other forms of compensation, be payable (either

automatically or at the election of a Non-Employee Director) in the form of Options, SARs, Restricted Stock,

Restricted Stock Units, Restricted Cash Units, or (in accordance with Section 10(F)) Shares In Lieu. The Board may

determine the terms and conditions of any such Awards, including the terms and conditions which apply upon a

termination of the Non-Employee Director’s service as a member of the Board, and has full power and authority in

its discretion to administer such Awards, subject to the terms of the Plan and applicable law. The Board may

exercise this authority episodically, periodically, by standing resolution, by policy, and in any other legal manner.

Notwithstanding Section 10(A) and Section 17(E), the grant date of any Award to a Non-Employee Director will be

determined by the Board or in accordance with Board policy governing director compensation.


Section 8. Performance Awards

(A)Grant. The Committee has sole and complete authority to determine the Participants who receive a

Performance Award. A Performance Award consists of a performance-based Option Award, performance-based

SAR Award, performance-based Restricted Stock Award, performance-based Restricted Stock Unit Award,

performance-based Restricted Cash Unit Award, or other performance-based right that is (i) denominated in cash

and/or Shares, (ii) valued, as determined by the Committee, in accordance with the achievement of such

performance goals during such performance periods as the Committee will establish, and (iii) payable at such time

and in such form as the Committee may determine. For this purpose, “performance-based” means requiring that

one or more specified performance conditions, beyond mere continuation of service, be fulfilled prior to Vesting.

(B)Terms and Conditions. Subject to the terms of the Plan, the Committee may determine the Performance

Measures and other factors to be used to establish Performance Goals, the Performance Goals to be achieved

during any Performance Period, the length of Performance Period, the Threshold, Target, and/or Maximum

Amount of any Performance Award, and the amount and kind of any payment or transfer to be made pursuant to

any Performance Award. The Committee may change specific provisions of a Performance Award after it is

granted, provided, however, that no such change may significantly and adversely affect an already-granted

Performance Award that has an already-begun Performance Period without the Participant’s consent.

(C)Payment of Performance Awards. Performance Awards may be paid in a lump sum or in installments

following the close of the Performance Period or, in accordance with the Award Document or Procedures, on a

delayed or deferred basis.

(D)Termination of Service. (i) Unless otherwise determined by the Committee, Termination of Service prior to

the end of a Performance Award’s Performance Period, or prior to the Award’s Vesting date, will result in the

forfeiture of the Performance Award. (ii) Unless otherwise determined by the Committee, any partial or complete

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	A-7	2024 PROXY STATEMENT

waiver of forfeiture of a Performance Award resulting from Termination of Service will not waive the performance

conditions and requirements associated with the Award, and will not accelerate payment.


Section 9. Minimum Vesting Periods

(A)Options and SARs. No Option or SAR Award Document may provide for exercisability in whole or part

sooner than the first anniversary of the Award’s grant date, except:

(i) if so provided in the Award Document or Procedures, in connection with the Participant’s death, Disability,

or approved Retirement in accordance with (D);

(ii) as required by Section 14 (relating to Change in Control) or another provision of the Plan;

(iii) in the case of Substitute Awards;

(iv) Award grants that are made on the date of an annual meeting of shareholders or the date of a regular

periodic Board meeting, or within five days after such meeting, may Vest fifty weeks or later after grant;

and

(v) Options and SARs may be exercised in whole or part less than one year after grant, apart from clauses (i) –

(iv), on a limited basis as provided in Section 9(C).

(B)Restricted Stock and Restricted Stock Units. No Restricted Stock or Restricted Stock Unit Award Document

may provide for Vesting in whole or part sooner than the first anniversary of the Award’s grant date, except:

(i) if so provided in the Award Document or Procedures, in connection with the Participant’s death, Disability,

or approved Retirement in accordance with (D);

(ii) as required by Section 14 (relating to Change in Control) or another provision of the Plan;

(iii) in the case of Substitute Awards;

(iv) Award grants that are made on the date of an annual meeting of shareholders or the date of a regular

periodic Board or Board committee meeting, or within five days after such meeting, may Vest fifty weeks

or later after grant; and

(v) Vesting may occur less than one year after grant, apart from clauses (i) through (iv), on a limited basis as

provided in Section 9(C).

from clauses (A)(i) through (iv), and Vesting of Full-Value Awards may occur less than one year after grant, apart

from clauses (B)(i) through (iv), provided that, in the aggregate, such exercises and Vestings permitted by this

Section 9(C) may cover no more than five percent of the available Shares authorized for issuance pursuant to

Section 3(A)(i)(a).

(D)Continued Vesting Upon Approved Retirement.

(i) Continued Vesting In General. Notwithstanding the foregoing, if management or the Committee approves

the terms and conditions of Retirement of a Participant, management or the Committee may provide, as a

Retirement benefit, Continued Vesting treatment for any or all Awards held by the Participant at

Retirement. Under Continued Vesting treatment for Option and SAR Awards: further service conditions to

Vesting may be waived in part or in full; other conditions to Vesting may be waived in part or in full;

excercisability may be accelerated; and early-termination dates may be extended, but not later than the

original expiration date of the Award. Under Continued Vesting treatment for Full-Value Awards: further

service conditions to Vesting may be waived in part or in full; other conditions to Vesting may be waived in

part or in full; and payment may be accelerated in part or in full. Without limiting the foregoing, Continued

Vesting treatment may be part of one or more Retirement programs offered to groups of associates from

time to time. Nothing in the Plan gives any Participant any right to have Retirement approved, nor any

right to Continued Vesting treatment of any sort if Retirement is approved. Management approval of

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	A-8	2024 PROXY STATEMENT

Continued Vesting must be in accordance with the Procedures or other instruction or authorization from

the Committee.

(ii) Transition and Retroactivity. The Continued Vesting and certain related provisions were added to the Plan

by the Board in January 2024. Any Full Value Award Document outstanding under the Plan at that time

which provided for a Continued Vesting outcome except during the first year after the Award’s grant date

may be revised by the Committee, or by management under its direction, to remove that exception.

However, if a Participant has a contractual retirement or severance arrangement agreed with the

Participant’s Employer which provides for some form of Continued Vesting, that arrangement may not be

modified without the consent of that Participant.

(E)Examples. (i) RSUs are granted on May 4, 2022, the date of the 2022 annual meeting of shareholders. This

Section 9 would permit those RSUs to Vest on April 22, 2023, the date of the 2023 annual meeting of shareholders.

(ii) RSUs are granted on February 15, 2022, at the Committee’s regular meeting held each February. This Section 9

would permit those RSUs to Vest on February 5, 2023, the date of the Committee’s regular February meeting in

2023.

(F)Discretionary Acceleration Permitted After Grant. The provisions in this Section 9 do not limit the

Committee’s authority under Section 2(B) to accelerate exercisability or Vesting of an Award after grant.

(G)Shares In Lieu. As provided in Section 10, Shares In Lieu are Vested at grant. However, the aggregate total

of all Shares in Lieu is restricted as provided in Section 3(A)(i)(a)(2).


Section 10. Shares in Lieu of Cash Earned

(A)General Terms. The Committee is authorized to grant Awards of Shares In Lieu, subject to and in

conformity with this Section 10, and subject to the Share limitations in Section 3(A)(i)(a)(2). An Award of Shares In

Lieu consists of Shares, or Units denominated and payable in Shares, which have no service or other traditional

Vesting requirement or period. An Award of Shares In Lieu may only be granted in settlement of an obligation of

the Company to pay cash compensation which, not later than the grant date, the Participant has earned.

Settlement of an earned compensation obligation with Shares In Lieu may only be dollar-for-dollar, based on: (i)

100% of the Fair Market Value of a Share on the grant date (determined in accordance with Section 17(E)); or (ii)

100% of the Average Fair Market Value of a Share over five consecutive trading days ending with the grant date; or

(iii) 100% of the Average Fair Market Value of a Share over ten consecutive trading days ending with the grant

date. If (A)(i) is used, the grant date may not be earlier than the date the Committee acts to approve the grant;

and if (A)(ii) or (iii) is used, the Committee may act to approve the grant no later than the first trading day used to

calculate the Average Fair Market Value.

(B)Award Document. For an Award of Shares In Lieu, the Award Document may consist of a separate grant

notice or agreement similar to the Award Documents used for other Awards, may be part of the Award Document

for another Award (denominated in cash but payable in Shares In Lieu), or may consist of any written evidence of

the terms of the Award authorized or approved by the Committee, such as (for example) minutes, resolutions,

presentations, memos, and program documentation.

(C)Timing of Payment. If an Award of Shares In Lieu consists of Shares, it will be paid or delivered promptly

after grant. The Committee may require Shares In Lieu to have payment delayed, or may allow the Participant to

elect delay. An Award of Shares In Lieu as to which payment is delayed consists of Units denominated in Shares,

payable in Shares when the delay period ends.

(D)Holding Period. Although an Award of Shares In Lieu is Vested at grant, the Committee may impose a

holding or waiting period on all or any portion of the Shares delivered, including on the portion remaining after

withholding for taxes, consistent with Section 10(C).

(E)Limitation on Cash Obligations to be Settled. An Award of Shares In Lieu may not be granted to a

Participant in settlement of any Award under this Plan or the Prior Stock Plan.

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	A-9	2024 PROXY STATEMENT

(F)Awards to Non-Employee Directors. Consistent with Section 7, the Board is authorized to settle any

obligation of the Company for cash retainer or fee compensation earned by a Non-Employee Director with one or

more Awards of Shares In Lieu. Specifically:

(i)The Board may require settlement of earned compensation with Shares In Lieu.

(ii)The Board may allow Non-Employee Directors to elect to receive Awards of Shares In Lieu.

(iii)The Board may require Shares In Lieu to have payment delayed, or may allow Non-Employee Directors to

elect delay.


Section 11. Annual Incentives

(A)Coordination. The Committee may coordinate any Annual Incentive plan, program, or determination with

the grant of Awards, consistent with the terms and limitations in this Plan. Without limiting the generality of the

foregoing, the Committee may: (i) grant one or more Awards in lieu of all or part of an Annual Incentive; or (ii)

establish an Annual Incentive which will be paid, in whole or part, in the form of one or more Awards. In the case

of clause (ii), the grant date will be the date the earned amount of the Annual Incentive is finally and fully

determined, or such later date as is chosen by the Committee.

(B)No Special Treatment. An Award granted in connection with an Annual Incentive must comply with all

requirements of this Plan applicable that Award type. Each Award granted in connection with an Annual Incentive

is subject to, and is counted against all applicable limits in, Section 3(A).


Section 12. Transferability of Awards

(A)General Transfer Restriction. Except as otherwise provided in this Section 12 or expressly elsewhere in the

Plan, no Award (including its underlying Shares, cash, or other benefits) may be sold, assigned, transferred,

pledged, hypothecated, or otherwise encumbered, hedged, or disposed of, in any manner, whether voluntarily or

involuntarily, including by operation of law, other than by will or the laws of descent and distribution.

(B)Limited Transfers Authorized. In its discretion, the Committee may permit the transfer of an Award, or any

group or type of Awards, by any Participant (including a Non-Employee Director) selected by the Committee, to or

for the benefit of the Participant’s Immediate Family (including, without limitation, to a trust for the benefit of the

Participant’s Immediate Family or to a partnership or limited liability company for one or more members of the

Participant’s Immediate Family), subject to such limits and conditions as the Committee may establish or require.

If a Participant makes a transfer permitted by the Committee, the Participant will be treated by the Company as

having retained a substantial economic interest in any transferred Award, and the Participant’s continued service

and/or performance, as applicable, will continue to determine whether the Award Vests and how much of it, if

any, is paid or delivered to the transferee. The transferee will take the Award subject to all the terms, conditions,

and risks applicable to the Award prior to such transfer, including the risks of forfeiture or Clawback. Unless the

Committee determines otherwise, the Participant, rather than the transferee, will retain the sole right to consent

to amendments to the Award or its Award Document and to take all other substantive and administrative actions

associated with the Award, including exercise and tax withholding. For purposes of this Section 12(B), the term

“Immediate Family” means the Participant’s spouse, parents, children, stepchildren, sisters, brothers,

grandchildren, and step-grandchildren, including both natural and adopted relations.

(C)Beneficiary Designations. The Committee is authorized to permit Participants to designate one or more

Beneficiaries. A “Beneficiary” is a Person to whom all or a portion of an Award will be transferred after the

Participant dies. If the Committee approves a process for a Participant to designate Beneficiaries and to record

those designations, the Company’s record of the most recent designation, or set of designations, made by a

Participant who has died will govern which Beneficiary(ies) will be entitled to be transferee(s).

(D)Administration. No transfer by an Award Beneficiary designation, or by will or the laws of descent and

distribution, is effective to bind the Company until the Company is furnished with written notice of the

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Participant’s death and an authenticated copy of the will and/or such other evidence as the Company may deem

necessary to establish the validity of the transfer. The Committee or the Company may impose additional

administrative conditions in order to assure the Company, in good faith, that a transfer is legally valid and proper.

(E)Personal Exigencies. In its discretion, the Committee may permit transfers of Awards, or create assistive

procedural rights in lieu of transfers or otherwise, in connection with death, divorce, child support, incompetence

or other Disability, and other severe personal events, and the Committee may delegate broad administrative

authority to management in such situations, provided that no such action (delegated or otherwise) may: (i)

enlarge the amount of any outstanding Award; (ii) extend the original term of any outstanding Award of Options

or SARs; or (iii) allow any Award to be sold or otherwise transferred for value. No Participant, and no Person

related to a Participant, has any right under this Section 12(E) to obtain a transfer or assistance.


Section 13. Termination of Service, Forfeiture, and Clawback

(A)General Service Requirement. Except as otherwise determined by the Committee, each Award other than

Shares In Lieu, and all rights of the Participant to the Award and any Shares, cash, or other benefits deriving

therefrom, will terminate, without further obligation on the part of the Company, unless the Participant remains in

continuous employment with one or more Employers for the entire period during which service is required, as

specified in the Award Document or otherwise by the Committee.

(B)Termination. Without limiting the authorities in Section 2:

(i)The Committee has complete discretion to determine the terms and conditions that apply to any Award

upon death, Disability, Retirement, or other Termination of Service. Such terms may be provided in the

Award Document, in the Procedures, or otherwise in a written form available to the Participant at the time

of grant.

(ii)After grant, the Committee has the full power and authority to reduce or waive, in whole or part,

conditions and requirements of an Award related to employment or a Termination of Service. The

Committee may require concessions or agreements by the Participant in exchange for such waivers.

(C)Service and Termination of Non-Employee Directors. With respect to Awards to Non-Employee Directors,

the Board has complete discretion to determine the service requirements of any Award, and the terms and

conditions that will apply to any Award upon death, Disability, Retirement, or other Termination of Service.

(D)Plan, Awards, & Clawback Policy.

(i)Awards are subject to forfeiture prior to Vesting or exercise, and to recovery or reimbursement of paid or

delivered cash, Shares, or other benefits (“Clawback”), to the extent provided in this Plan from time to

time.

(ii)Awards are subject to forfeiture and Clawback to the extent provided in the applicable Award Document

or Procedures from time to time.

(iii)Awards are subject to forfeiture and Clawback to the extent provided in the Clawback Policy from time to

time.

(iv)An amendment to the forfeiture or Clawback provisions of the Plan, Procedures, or Clawback Policy will

not apply retroactively to then-outstanding Awards unless expressly so provided in such amendment.

(v)The Committee or the Board may amend the substance of any or all forfeiture or Clawback provisions in

this Section 13 or otherwise in the Plan as the Committee or the Board determine to be appropriate. The

Committee or the Board may move any or all forfeiture or Clawback provisions from this Plan to the

Clawback Policy for administrative convenience or in order to facilitate compliance with regulatory or

reporting requirements.

(vi)The Plan, the Clawback Policy, or an Award may provide for forfeiture or Clawback based on, or triggered

by, a restatement or other correction of financial results used to determine the amount paid for the

APPENDIX A—2021 INCENTIVE PLAN


	A-11	2024 PROXY STATEMENT

Award. In such cases forfeiture or Clawback may be absolute, or the amount paid may be merely re-

determined based on corrected information. For purposes of applying those latter provisions, the

following are examples of lowering (or eliminating) an Award payment based on restated or corrected

financial results: (i) the payment would have been lower or eliminated directly by application of a

Performance Goal based in whole or part on a Performance Measure that incorporates or is adversely

affected by the correction; and (ii) for any Award where the amount paid is subject to Committee

discretion, the Committee determines in good faith that the payment would have been lower or

eliminated through the exercise of discretion by the Committee if the Committee had known the correct

financial results at the time the discretion was exercised.

(vii)For the purposes of this Section 13, all amounts paid will be calculated on a gross pretax basis regardless

of the net amount remitted to the Participant. For example, if a Participant’s Performance Award pays

$1,000 gross and, after withholding for taxes and all other reasons, $750 net is remitted directly to the

Participant in cash, then under this Section the Company may seek reimbursement of all or any portion of

the $1,000 gross amount, provided that the conditions for Clawback are met.

(E)Forfeiture and Reimbursement in the Context of Misconduct.

(i)The Company reserves the right (and in certain cases may have the legal duty) to cause or seek the

forfeiture of all or any portion of any Performance Award held by any Participant, and/or the

reimbursement by any Participant to the Company of all or any portion of any Performance Award paid (as

defined in paragraph (iv) below) to the Participant, for any Performance Award where the Board or the

Committee concludes in good faith that the Participant engaged in fraud or other intentional, knowing, or

willful misconduct in connection with the performance of his or her duties as an officer or Associate of the

Company or of any of its Subsidiaries.

(ii)In determining whether and to what extent the Board or the Committee (as applicable) may cause the

Company to exercise its rights under this Section 13(E) after finding that this Section applies, the Board or

Committee may weigh all material facts and circumstances pertaining to the relevant acts and events, and

may take any factors into account that it deems relevant to the determination, including, among others,

the following factors: the degree or risk of harm or other consequences to the Company or its

Subsidiaries, including tangible, financial, regulatory, reputational or other intangible harm; the extent to

which the misconduct was intended to allow the Participant to personally gain a profit or advantage or

personally avoid a loss or disadvantage; the extent to which the Participant did or did not believe his or

her misconduct would further the best interests of the Company or its Subsidiaries; the extent to which

the Participant’s misconduct took advantage of or otherwise betrayed a trust conferred upon that

Participant; and the extent to which the misconduct involved deceit by the Participant.

(iii)The Company’s right in this Section 13(E) with respect to an Award will expire if not asserted – by notice to

the Participant, court filing, or otherwise – within three years after the Award is paid or, if the Award is

paid in parts on more than one occasion, within three years after the final payment of the Award. For this

purpose an assertion of rights need only reflect that the Company is commencing or has commenced a

review of possible misconduct by the Participant; such an assertion may, but need not, reflect the

completion of the investigation and other processes outlined in this Section or a demand for repayment.

Also, for purposes of this Section 13(E) (iii), an Award is deemed paid when actually paid or, if earlier,

when the Participant’s elective deferral is effectuated. Accordingly, any delay or deferral period mandated

by the terms of an Award or otherwise will extend the period under this Section.

(iv)For the purposes of this Section 13(E) a Performance Award is “paid” when, among other things, any one

or more of the following occur: the Award results in a cash payment to or for the benefit of the

Participant; the Award results in shares issued or delivered to the Participant; or the Award results in an

increase in a deferral account of the Participant or otherwise results in any credit for the account or

benefit of the Participant. “Payment” may occur, among other things, in connection with an exercise of

the Award, the Vesting of the Award, the delivery of share certificates to the Participant, or the crediting

of shares to a Participant’s deferral, brokerage, or other account. The amount paid is the amount of dollars

or shares or both that is so paid, issued, delivered, increased, or credited. Shares and share units paid

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	A-12	2024 PROXY STATEMENT

include all proceeds from those shares, including any cash, stock, or stock unit dividends related to those

shares or units, as well as shares or share units from stock splits related to those shares or units. Any

Performance Award earned and deferred and any Performance Award payments that are earned and

deferred for any reason are subject to this Section 13(E) as having been paid, along with all dividends,

dividend equivalents, interest, shares, and other amounts earned upon or that are proceeds of the

amount or shares deferred. However, if the Participant elects to invest deferred amounts in a manner

that results in a loss, the Participant nevertheless may be required to reimburse to the Company the full

amount of the Performance Award (measured in dollars or shares, as applicable at the time originally

earned) if the conditions of this Section 13 are met.

(v)Any of the Board, the Committee, the Chairman of the Committee, the Chairman of the Board, or the Chief

Executive Officer, acting singly based on any good faith suspicion that the conditions of this Section 13(E)

above might be met, may halt and suspend payment of any Performance Award (including payment of any

amount delayed or deferred in connection with any Performance Award and any earnings thereon or

proceeds thereof) until the Board, Committee, or Committee’s delegate has investigated, considered, and

acted upon the matter hereunder. Any such suspension will be without interest owed to the Participant if

it is later determined that any payment should be made to the Participant.

(vi)No payment of any Award, whether or not following a payment-suspension, will operate to waive or

diminish the Company’s right to seek reimbursement under this Section.

If the Board acts under this Section 13(E), any member of the Board whose conduct is at issue must recuse him- or

herself from participating in the matter as a Board member.


Section 14. Effects of Change in Control

(A)Lapse of Restrictions Generally. Except as otherwise provided in this Section or elsewhere in the Plan,

upon a Participant’s Qualifying Termination following a Change in Control, all outstanding Awards of that

Participant will Vest, become immediately exercisable or payable, and have all restrictions lifted, as the case may

be. Awards may not Vest, and the Committee may not provide in an Award Document that the Vesting of an

Award is accelerated, solely because a Change in Control occurs. Subject to the foregoing, an Award Document or

an individual agreement between the Participant and the Company may provide for additional or substitute

benefits to the Participant in connection with a Change in Control.

(B)Performance Awards. Unless otherwise specified or provided for in the Award Document:

(i)Upon a Qualifying Termination following a Change in Control, for each Performance Award the

performance goals and any other performance-related conditions will be deemed met: at the target level,

if any is specified in the Award; and, if no target is specified as such, at the nominal or 100% level specified

in the Award.

(ii)In connection with any Change in Control, as to each Performance Award held by each Participant where a

Qualifying Termination does not occur upon or shortly after that event, the Committee must determine

whether or not performance relative to the performance goals of outstanding Performance Awards

reasonably can be measured at the end of the respective performance periods. If the Committee

determines that such performance cannot reasonably be measured after the Change in Control occurs (a

“Substantial Change in Control”), then for each affected Performance Award the performance goals and

any other performance-related conditions will be deemed met: at the target level, if any is specified in the

Award; and if no target is specified as such, at the nominal or 100% level specified in the Award. A

Substantial Change in Control is deemed to have occurred, without determination by the Committee, if

the Company’s Shares no longer are outstanding or listed on a national securities exchange or quotation

system. Continuing-service conditions, and any other non-performance requirements, will not be affected

by a Substantial Change in Control absent a Qualifying Termination.

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	A-13	2024 PROXY STATEMENT

(iii)The provisions of this Section are not intended to limit the Committee’s authority and discretion under

Section 3(B) and Section 3(C) to adjust Performance Awards following any merger or other significant

corporate event, whether or not a Change in Control occurs.

(C)Options and SARs. Unless otherwise specified or provided for in the Award Document:

(i)The Board or Committee may require that all or specified groups of Option and SAR Awards outstanding

when a Substantial Change in Control occurs be canceled at that time or as a consequence of that event.

For any such Award that is canceled the Participant will be entitled to a cash payment of not less than the

amount computed by subtracting the option price or base price (as applicable) per Share from the fair

value of the consideration to be received per Share by the Company’s common shareholders in connection

with the Substantial Change in Control transaction. In such case the Board or Committee may determine,

in its discretion in good faith, the fair value of such consideration. Option and SAR Awards which have a

negative value, as so measured, may be canceled without payment.

(ii)Participants holding Option and SAR Awards have no right to receive cancellation. If their Awards are

canceled, such Participants have no right to claim or receive the potential future value of their Awards

based on possible growth in value after the Substantial Change in Control event.

(D)Retirement. Upon a Qualifying Termination following a Change in Control, unless otherwise specified or

provided for in the Award Document: to the extent an Award Document or the Procedures provide that

Retirement benefits or treatment apply only upon discretionary approval, such approval will be deemed given;

and, to the extent that such Retirement benefits or treatment may be determined or varied in a discretionary

manner, the standard or typical benefits or treatment will be deemed approved. For this purpose, standard or

typical benefits or treatment will be determined by reference to the Award Document and/or Procedures or, if no

such benefits or treatment is there specified, to the most recent Participant Retirement approved by the

Committee or its delegate prior to the Change in Control which did not involve termination for Cause or other

misconduct.

(E)Waiver Clarification. For purposes of this Section 14 and the definitions of “Qualifying Termination” and

“Good Reason” as used in connection with this Section, a Termination of Retirement Waiver which occurs with

respect to a Participant upon or following a Change in Control will not constitute the Participant’s Retirement but

instead will constitute an involuntary Termination of Service by the Company or Employer, as applicable.

(F)Change in Control Transaction Agreement May Override. The terms of the merger or other agreement

governing a Change in Control, once approved by the Board and the Company’s shareholders, may allow,

authorize, encourage, or require acceleration, settlement (cancellation with cash payment), substitution, or other

treatment of outstanding Awards supplemental to the provisions in this Section 14 or in an Award Document, and

notwithstanding the limitations in this Section upon the Committee’s authority.

(G)Section 409A Compliance. If the payment of Shares, cash, or otherwise related to an Award following a

Change in Control constitutes the payment of deferred compensation subject to Section 409A, and if the timing or

form of that payment is changed as a result of that Change in Control, then no such change in the timing or form

of payment may occur unless the event that constitutes a Change in Control as defined in the Plan also is a

“change in control event” as defined in Section 409A (including its regulations). If such Change in Control event is

not a “change in control event,” then, in order to preserve as much of the benefit of this Section 14 as possible,

the Committee may determine to adjust the timing or form of payment in order to avoid becoming subject to

Section 409A or in order to comply with Section 409A, even if such adjustment is inconsistent with other

provisions of this Section 14 or an Award Document.

(H)Failure to Assume or Replace. If the Board or Committee in good faith expect a Change in Control

transaction to occur in which a successor would not by Section 17(O)(i) or by operation of law be bound by this

Plan, if the Company has been unable to comply with Section 17(O)(ii), and if any Awards are expected to remain

outstanding under this Plan immediately after consummation of such transaction, then, whether or not Qualifying

Terminations of the Award holders have occurred or are expected to occur:

(i)Each such outstanding Award will be cancelled and paid in cash not later than the close of business on the

second business day immediately preceding the expected consummation of the transaction.

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	A-14	2024 PROXY STATEMENT

(ii)The cash value of Options and SARs will be their aggregate Spread measured using Fair Market Value on

the second business day immediately preceding the payment date. For any Award with a negative Spread,

the cash value will be zero.

(iii)The cash value of each Restricted Cash Unit will be the nominal dollar value of each Unit.

(iv)The cash value of each other Full-Value Award will be the Fair Market Value of each underlying Share on

the second business day immediately preceding the payment date.

(v)For each Performance Award, the provisions of this Section 14(H) will be applied by assuming performance

at the target level, if any is specified in the Award, and, if no target is specified as such, at the nominal or

100% level specified in the Award.

(vi)For the avoidance of doubt, this Section 14(H) will not apply if no Awards are expected to remain

outstanding because, for example, the successor is expected to replace all such Awards with comparable

awards under the successor’s award programs. If the Board or Committee expect a successor to replace

some outstanding Awards but not all of them, the provisions of this Section 14(H) will apply only to the

Awards not expected to be replaced.


Section 15. Tax Matters

(A)Withholding for Taxes.

(i)General. A Participant may be required to pay to an Employer or the Company, and each Employer and the

Company has the right and is hereby authorized to withhold from any Award, from any payment due or

transfer made under any Award or under the Plan, or from any other compensation or other amount

owing to a Participant, the amount (in cash, Shares, other securities, other Awards, or other property) of

any Taxes associated with the Award, and to take such other action as may be necessary in the opinion of

the Company to satisfy all corporate obligations for the payment of such Taxes. Moreover, the Employer

and the Company may withhold from payment of an Award any Taxes related to types of compensation

other than Awards.

(ii)Withholding Tax Features. The Committee may, in its discretion, allow or require that withholding Taxes

associated with an Award be paid to the Company (or its agent) from the cash or Shares to be delivered to

the Participant from that Award. A withholding tax feature may cover any Taxes required or permitted to

be withheld in connection with the Award. A withholding tax feature may, but need not, be limited to the

minimum amount of such Taxes required to be remitted to the applicable taxing authorities, but may not

exceed the Company’s estimate of Taxes associated with the Award based on the maximum marginal tax

rates applicable to that Participant, or (if greater), applicable to Participants generally in the context of

that type of Award. Any Shares withheld by the Company for Taxes will be valued at their Fair Market

Value on the applicable tax valuation date for the Award, provided that, for this purpose only, “Fair

Market Value” may be either Fair Market Value as defined in the Plan, or (if different) that fair market

value determined in accordance with applicable tax law and regulations, as the Committee may choose.

(B)No Liability for Adverse Tax Treatment. Neither the Company nor any Subsidiary, nor any director, officer,

employee, or advisor of the Company or any Subsidiary, is liable to any Participant for the Taxes imposed on the

Participant in connection with any Award or for the tax consequences to the Participant of any Award or of

participation in the Plan.

(C)Section 409A Compliance. In addition to other provisions in the Plan which refer to Section 409A:

(i)Deferrals and Deferral Features. Unless expressly determined otherwise by the Board (in connection with

the Plan and Awards to Non-Employee Directors) or the Committee (in connection with Plan

administration and Awards), all deferral provisions, elections, and features authorized under the Plan or

provided in connection with any Award are intended to, and will be interpreted and administered to,

comply with Section 409A. As to any deferral provision, election, or feature provided in connection with

any Award, the Committee may not take action that would fail to comply with Section 409A to the

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	A-15	2024 PROXY STATEMENT

substantial detriment of the Participant, unless the Participant consents. For this purpose, general

acceptance of the Award in question does not, by itself, constitute Participant consent to Section 409A

non-compliance.

(ii)Timing Changes Generally. Neither the Company nor any Participant may accelerate or delay payment,

settlement, or exercise of any Award except to the extent compliant with Section 409A or an applicable

exception, or unless Section 409A does not apply at all.

(iii)Termination of Service. The Committee or the Company (subject to Committee oversight) may determine

to accelerate or delay, or change the form of, payment of any Award or related benefit triggered by or

associated with a Participant’s Termination of Service, notwithstanding general provisions of the Plan, in

order to avoid the application of Section 409A or in order to comply with Section 409A. Without limiting

the foregoing, the Committee or Company may consider: whether the payment will have the status of a

“deferral of compensation” and whether that status could be avoided by changing the form or timing of

payment, whether a Participant is a “specified employee” at any given time and whether that status might

be different at an earlier or later time, and whether the Participant’s Termination of Service constitutes a

“separation from service,” all within the meaning of Section 409A.


Section 16. Inception, Termination, Suspension, and Amendment

(A)Inception. The Plan is effective the date it is approved by the Company’s shareholders, scheduled to occur

at the 2021 Annual Meeting of shareholders on April 27, 2021. Awards may not be granted under the Plan prior to

initial shareholder approval.

(B)Termination of Authority for New Awards. No new Awards may be granted under the Plan after June 30,

2031. Unless otherwise expressly provided in the Plan or in an applicable Award Document, any Award granted

hereunder may, and the authority of the Board or the Committee to amend, alter, modify, adjust, suspend,

discontinue, or terminate any such Award or to waive any conditions or rights under any such Award will, continue

after the authority for grant of new Awards hereunder has expired or been exhausted.

(C)Termination, Suspension, or Amendment of the Plan. The Board may amend, alter, modify, suspend,

discontinue, or terminate the Plan or any portion thereof at any time, except that:

(i)The Board may not amend the Plan in violation of law.

(ii)The Board may not enlarge the Share or dollar limitations in subsection (i) of Section 3(A), or amend the

limitations in subsections (ii), (iii), or (iv) of Section 3(A), without the approval of the Company’s common

shareholders, other than making adjustments in accordance with Section 3(B).

(iii)No amendment, alteration, modification, suspension, discontinuation or termination may materially and

adversely affect any right acquired by any Participant under the terms of an Award granted before the

date of such amendment, alteration, modification, suspension, discontinuation or termination, unless such

Participant consents.

(iv)No amendment of the Plan may be interpreted or administered in a manner that would fail to comply with

Section 409A unless expressly determined otherwise by the Board.

(D)Termination, Suspension, or Amendment of Awards. Subject to the limitations of Section 5(B), the

Committee may waive any conditions or rights under, amend any terms of, or modify, alter, suspend, discontinue,

cancel or terminate, any Award theretofore granted, prospectively or retroactively. No such waiver, amendment,

modification, alteration, suspension, discontinuance, cancellation or termination of an outstanding Award that

would materially and adversely affect the rights of the Participant will be effective without the consent of the

Participant. Neither adjustments for changes in capitalization as provided in Section 3(B), nor adjustments for

other material changes as provided in Section 3(C), will be treated as having materially and adversely affected any

such rights.

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	A-16	2024 PROXY STATEMENT


Section 17. Technical & Miscellaneous Matters

(A)Dividends & Interest. As used in this Section 17(A), “dividends” includes dividend equivalents or

substitutes which mirror actual dividends paid to holders of Shares, and “interest” includes any additional cash

accrued or paid based on a principal amount and the passage of time. Subject to the limitations enumerated

below, the Committee may provide for dividends and interest, including reinvestment of dividends and

compounding of interest, in respect of any Award prior to payment. Such determinations may be reflected in the

Award Document, the Procedures, or other documentation related to the Award and approved by the Committee,

such as meeting minutes or a written Award program.

(i)Options/SARs Restriction. No dividends or interest may accrue or be paid with respect to Shares underlying

Options or SARs prior to exercise.

(ii)Performance Award Restriction. With respect to any Performance Award, dividends and interest may

accrue and/or reinvest or compound if and to the extent the Committee so determines, but may not be

paid prior to Vesting of the Award.

(iii)Full-Value Standard Provisions and Restriction.

(a) To the extent that no specific determination is made for a particular Award, the following provisions

will apply to Full-Value Awards by default: (1) for Restricted Cash Units generally, no interest may

accrue or be paid; (2) for Restricted Cash Units providing for interest accrual, interest may not be

compounded; and (3) for other Full-Value Awards, (X) cash dividends will accrue, (Y) dividends will

accrue without interest and without reinvestment, and (Z) dividends will be paid only if and when, and

only to the extent that, the underlying Award Vests and is paid.

(b) In any case, dividends and interest on Full-Value Awards may not be paid prior to Vesting of the

Award.

(B)No Rights as Shareholder. Subject to the provisions of the applicable Award, no Participant or holder or

beneficiary of any Award has any rights as a shareholder with respect to any Shares to be distributed under the

Plan until such Shares are issued to such Participant, holder, or beneficiary and, except in conformity with Section

17(A), will not be entitled to any dividend or distribution the record date of which is prior to the date of such

issuance.

(C)No Rights to Awards. This Plan gives no Person any right to be granted any Award on any terms. The Plan

does not require uniformity of treatment of Award recipients, or of holders or beneficiaries of Awards. The terms

and conditions of one Award need not be consistent or uniform in any respect whatever with any other Award. An

action taken by the Committee in one instance likewise need not be consistent or uniform in any respect whatever

with any other action.

(D)Share Certificates. No Participant has any right to demand the issuance of share certificates. To the extent

the Committee chooses to issue certificates, all certificates for Shares or other securities of the Company or any

Subsidiary delivered under the Plan pursuant to any Award or the exercise thereof will be subject to such stop

transfer orders and other restrictions as the Committee may deem advisable under the Plan or the rules,

regulations, and other requirements of the SEC, any stock exchange upon which such Shares or other securities are

then listed, and any applicable federal, state or foreign laws, and the Committee may cause a legend or legends to

be put on any such certificates to make appropriate reference to such restrictions.

(E)Grant Date. Subject to Section 7 and Section 11(A), for each Award of Options or SARs, the grant date is

the date the Committee acts to approve the grant, or, if so determined by the Committee, any later date selected

by the Committee to be the effective date of the Award grant. For all other Awards, the grant date is the date the

Committee acts to approve the grant, or, if so determined by the Committee, any other date selected by the

Committee to be the effective date of the Award grant. No rights to an Award are created or effective until the

grant date, and, prior to the grant date, the Committee may amend, cancel, or rescind any grant action.

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	A-17	2024 PROXY STATEMENT

(F)Award Documents. Each Award must be evidenced by an Award Document that specifies the terms and

conditions of the Award. An Award is effective only upon delivery to or acknowledgement by a Participant, either

electronically or by other means, of an Award Document. Each Award is subject to, and Award Documents are

deemed to include, the terms of the Plan applicable to Awards generally and applicable to that Award type, as well

as Procedures applicable to that Award type, unless (subject to requirements of the Plan) the Committee expressly

determines otherwise. In the event of a conflict between the terms of the Plan and any Award Document, the

terms of the Plan will prevail.

(G)Other Compensation Arrangements. Nothing in the Plan will prevent the Company or any Subsidiary from

adopting or continuing in effect other compensation arrangements, which may, but need not, provide for

compensation, awards, or benefits similar to those provided for hereunder.

(H)No Right to Employment. The grant of an Award may not be construed as giving a Participant the right to

be retained in the employ of any Employer. Further, an Employer may at any time dismiss a Participant from

employment, free from any liability or any claim under the Plan, unless otherwise expressly provided in the Plan or

in any Award Document.

(I)Governing Law. The validity, construction, and effect of the Plan and any rules and regulations relating to

the Plan and any Award Document will be determined in accordance with the substantive laws of the State of

Tennessee, without giving effect to the conflict of law principles thereof.

(J)Severability. To the extent applicable to a particular Award granted to a particular Pariticipant, the

forfeiture and Clawback provisions of the Plan, the Clawback Policy, the Procedures, and the Award Document

may be limited by the laws of another state associated with where the Participant lives or works. If a court of

competent jurisdiction determines that any of those provisions is unlawful or prohibited by law as applied to that

Award, then those provisions of that Award will be deemed modified, reduced, or otherwise cut back to the

minimum extent possible in order to preserve the original provisions to the maximum extent possible, consistent

with applicable state law as applied to that Award and that Participant.

(K)Other Laws. The Committee or the Company may refuse to issue or transfer any Shares or other

consideration under an Award if, acting in its sole discretion, it determines that the issuance or transfer of such

Shares or such other consideration might violate any applicable law or regulation (including applicable non-U.S.

laws or regulations) or entitle the Company to recover the same under Section 16(b) of the Exchange Act, and any

payment tendered to the Company by a Participant, other holder or beneficiary in connection with the exercise of

such Award will be promptly refunded to the relevant Participant, holder, or beneficiary. Without limiting the

generality of the foregoing, no Award may be construed as an offer to sell securities of the Company, and no such

offer may be outstanding, unless and until the Committee in its sole discretion has determined that any such offer,

if made, would be in compliance with all applicable requirements of the U.S. federal or non-U.S. securities laws

and any other laws to which such offer, if made, would be subject.

(L)No Trust or Fund Created. Neither the Plan nor any Award creates or may be construed to create a trust

or separate fund of any kind or a fiduciary relationship between the Company or any Subsidiary and a Participant

or any other Person. To the extent that any Person acquires a right to receive payments from the Company or any

Subsidiary pursuant to an Award, such right is no greater than the right of any unsecured general creditor of the

Company or such Subsidiary, as applicable.

(M)Fractional Shares. No fractional Shares may be issued or delivered pursuant to any Award unless the

Board or the Committee expressly determines otherwise. The Committee may determine whether cash, other

securities, or other property will be paid or transferred in lieu of any fractional Shares or whether such fractional

Shares or any rights thereto will be canceled, terminated, or otherwise eliminated without payment. Fractional

Shares may be used in the administration of outstanding Awards prior to payment or exercise, even if not paid.

(N)Headings. Headings are given to the Sections and subsections of the Plan solely as a convenience to

facilitate reference. Such headings may not be deemed in any way material or relevant to the construction or

interpretation of the Plan or any provision thereof.

(O)Binding Effect.

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	A-18	2024 PROXY STATEMENT

(i)The terms of the Plan are binding upon the Company and its successors and assigns and the Participants

and their beneficiaries and legal representatives, and will bind any successor of the Company (whether

direct or indirect, by purchase, merger, consolidation or otherwise), in the same manner and to the same

extent that the Company would be obligated under this Plan if no succession had taken place.

(ii)In the case of any transaction in which a successor would not by the foregoing provision or by operation of

law be bound by this Plan, the Company must require such successor expressly and unconditionally to

assume and agree to perform the Company’s obligations hereunder, in the same manner and to the same

extent that the Company would be required to perform if no such succession had taken place.

(P)No Third Party Beneficiaries. Except as expressly provided herein or therein, neither the Plan, the

Procedures, nor any Award Document will confer on any person other than the Company and each Participant any

rights or remedies hereunder or thereunder.


Section 18. Definitions

As used in the Plan, the following terms have the meanings set forth below:

“Amount” means any Threshold Amount, Target Amount, or Maximum Amount.

“Annual Incentive” means an annual cash bonus award earned by a Participant, whether or not under a formal

bonus plan. Annual Incentives may be paid using Awards instead of cash, as provided in Section 11. For this

purpose, a cash bonus award is “annual” if it relates to a single fiscal year of the Company or a Subsidiary, or any

portion of a single fiscal year. The Committee may treat partial-year Annual Incentives, all relating to different

parts of the same year, as a single Annual Incentive.

“Associate” means an employee of any Employer.

“Award” means any Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Restricted Cash Unit,

Performance Award, or Shares In Lieu award granted under the Plan, whether singly or in combination, to a

Participant pursuant to such terms, conditions, restrictions, and/or limitations, if any, as may be established from

time to time.

“Award Document” means, collectively, any agreement, contract, notice, plan, program, or other instrument(s) or

document(s), or any combination thereof, collectively evidencing an Award or its terms. An Award Document may,

but need not, be executed or acknowledged by the Participant and may be presented, delivered, executed,

acknowledged, or recorded in any physical, electronic, or other medium.

“Beneficiary” has the meaning given in Section 12(C).

“Board” means the Board of Directors of the Company.

“Cause” means:

(i)a Participant’s conviction of, or plea of guilty or nolo contendere (or similar plea) to, (A) a misdemeanor

charge involving fraud, false statements or misleading omissions, wrongful taking, embezzlement, bribery,

forgery, counterfeiting, or extortion, (B) a felony charge, or (C) an equivalent charge to those in clauses (A)

and (B) in jurisdictions which do not use those designations;

(ii)a Participant’s engagement in any conduct which constitutes, or which results in, employment or service

disqualification, disbarment, or prohibition under applicable law or regulations (including under banking,

financial industry, or securities laws or regulations);

(iii)a Participant’s knowing violation of any securities or commodities laws, any rules or regulations issued

pursuant to such laws, or the rules and regulations of any securities or commodities exchange or

association of which the Company or any of its Subsidiaries or affiliates is a member;

(iv)a Participant’s substantial failure to perform his or her duties to the Company or its Subsidiaries;

APPENDIX A—2021 INCENTIVE PLAN


	A-19	2024 PROXY STATEMENT

(v)a Participant’s knowing and substantial breach of any contract or agreement with the Company or its

Subsidiaries;

(vi)a Participant’s knowing violation of any policy of the Company or its Subsidiaries concerning hedging,

trading, or confidential or proprietary information, or a Participant’s knowing and substantial violation of

any other policy of the Company or of any of its Subsidiaries as in effect from time to time;

(vii)a Participant’s knowing and substantial unauthorized use, taking, mis-appropriation, conversion, or

disclosure of tangible or intangible property, including information, of the Company, any of its

Subsidiaries, or of any Associate, director, customer, or client of the Company or any of its Subsidiaries;

(viii)a Participant’s deliberate engagement in any act or deliberate making of any statement which

substantially impairs, impugns, denigrates, disparages, or negatively reflects upon the name, reputation,

or business interests of the Company or any of its Subsidiaries, or upon the name, reputation, or business

interests of any Associate, director, customer, or client of the Company or any of its Subsidiaries; or

(ix)a Participant’s deliberate engagement in any conduct substantially detrimental to the Company or its

Subsidiaries.

The determination as to whether Cause has occurred in any given instance will be made in the sole discretion of:

(a) for a Participant who is a Non-Employee Director, by the Board or, if so directed by the Board, by the

Committee; (b) for a Participant who is a Section 16 Executive or Regional Board Member, by the Committee or, if

so determined by the Board, by the Board; (c) for any other Participant, by management of the Company under

the oversight of the Committee or, if so determined by the Committee, by the Committee. The Board, Committee,

or management, as the case may be, also has the authority in its sole discretion to waive the consequences under

the Plan or any Award Document of the existence or occurrence of any of the events, acts or omissions

constituting Cause.

“Change in Control” means, unless otherwise defined in the applicable Award Document and except as defined in

Section 14(G) for the purposes of certain tax matters, the occurrence of any one of (and will be deemed to have

occurred on the date of the earliest to occur of) the following events:

(i)individuals who, on January 26, 2021, constitute the Board (the “Incumbent Directors”) cease for any

reason to constitute at least a majority of the Board, provided that any person becoming a director

subsequent to that date, whose election or nomination for election was approved by a vote of at least

three-fourths (3/4) of the Incumbent Directors then on the Board (either by a specific vote or by approval

of the proxy statement of the Company in which such person is named as a nominee for director, without

written objection to such nomination) will be deemed to be an Incumbent Director; provided, however,

that no individual elected or nominated as a director of the Company initially as a result of an actual or

threatened election contest with respect to directors or as a result of any other actual or threatened

solicitation of proxies or consents by or on behalf of any person other than the Board will be deemed to be

an Incumbent Director;

(ii)any “Person” (for purposes of this definition only, as defined under Section 3(a)(9) of the Exchange Act as

used in Section 13(d) or Section 14(d) of the Exchange Act) is or becomes a “beneficial owner” (as defined

in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing

20% or more of the combined voting power of the Company’s then outstanding Company Voting

Securities; provided, however, that the event described in this paragraph (ii) will not be deemed to be a

Change in Control by virtue of any of the following acquisitions: (A) by the Company or any Subsidiary, (B)

by an Associate stock ownership or Associate benefit plan or trust sponsored or maintained by the

Company or any Subsidiary, (C) by any underwriter temporarily holding securities pursuant to an offering

of such securities, or (D) pursuant to a Non-Qualifying Transaction (as defined in paragraph (iii) hereof);

(iii)consummation of a merger, consolidation, share exchange or similar form of corporate transaction

involving the Company or any of its Subsidiaries that requires the approval of the Company’s shareholders,

whether for such transaction or the issuance of securities in the transaction (a “Business Combination”),

unless immediately following such Business Combination: (A) more than 50% of the total voting power of

(x) the corporation resulting from such Business Combination (the “Surviving Corporation”), or (y) if

APPENDIX A—2021 INCENTIVE PLAN


	A-20	2024 PROXY STATEMENT

applicable, the ultimate parent corporation that directly or indirectly has beneficial ownership of 100% of

the voting securities eligible to elect directors of the Surviving Corporation (the “Parent Corporation”), is

represented by Company Voting Securities that were outstanding immediately prior to the consummation

of such Business Combination (or, if applicable, is represented by shares into which such Company Voting

Securities were converted pursuant to such Business Combination), and such voting power among the

holders thereof is in substantially the same proportion as the voting power of such Company Voting

Securities among the holders thereof immediately prior to the Business Combination, (B) no Person (other

than any Associate benefit plan sponsored or maintained by the Surviving Corporation or the Parent

Corporation), is or becomes the beneficial owner, directly or indirectly, of 20% or more of the total voting

power of the outstanding voting securities eligible to elect directors of the Parent Corporation (or, if there

is no Parent Corporation, the Surviving Corporation) and (C) at least a majority of the members of the

board of directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving

Corporation) were Incumbent Directors at the time of the Board’s approval of the execution of the initial

agreement providing for such Business Combination (any Business Combination which satisfies all of the

criteria specified in (A), (B) and (C) above will be deemed to be a “Non-Qualifying Transaction”);

(iv)consummation of a sale of all or substantially all of the Company’s assets; or

(v)the shareholders of the Company approve a plan of complete liquidation or dissolution of the Company.

Computations required by paragraph (iii) will be made on and as of the date of shareholder approval and will be

based on reasonable assumptions that will result in the lowest percentage obtainable. Notwithstanding the

foregoing, a Change in Control of the Company will not be deemed to have occurred solely because any Person

acquires beneficial ownership of more than twenty percent (20%) of the Company Voting Securities as a result of

the acquisition of Company Voting Securities by the Company which reduces the number of Company Voting

Securities outstanding; provided, that if after such acquisition by the Company such Person becomes the beneficial

owner of additional Company Voting Securities that increases the percentage of outstanding Company Voting

Securities beneficially owned by such Person, a Change in Control of the Company will then occur.

“Clawback” has the meaning given in Section 13(D)(i).

“Clawback Policy” means, to the extent applicable to the Participant and to his or her Awards from time to time,

the Compensation Recovery Policy and the Erroreously Awarded Compensation Recovery Policy, and any

successor(s) thereto, along with any written, duly authorized procedures applicable to either such Policy.

“Code” means the Internal Revenue Code of 1986, as amended from time to time.

“Committee” means a committee of the Board composed solely of not less than two Non-Employee Directors, all

of whom (i) satisfy the requirements of Rule 16b‑3(b)(3) of the Exchange Act as amended from time to time or any

successor to such Rule, and (ii) otherwise meet any “independence” requirements promulgated by the principal

stock exchange on which Shares are listed. The members of the Committee are appointed by and serve at the

pleasure of the Board. The Board may determine that a standing committee of the Board, with duties beyond

administering the Plan and meeting the foregoing requirements, may act as the Committee, and further may

determine that a sub-committee of any such standing committee, where the sub-committee meets the foregoing

requirements, may act as the Committee.

“Company” means First Horizon Corporation, a Tennessee corporation, and its successors and assigns.

“Company Voting Securities” means the outstanding securities issued by the Company ordinarily having the

general right to vote at elections of the Company’s directors, including shares of the common capital stock of the

Company, par value $0.625 per share. Securities which have only a limited right to vote, such as the right (as a

class or series) to elect one or two directors but not to vote for directors generally, are not included within

“Company Voting Securities.”

“Compensation Plans” means any compensation plan such as an incentive, stock option, restricted stock, pension

restoration or deferred compensation plan or any Associate benefit plan such as a thrift, pension, profit sharing,

medical, disability, accident, life insurance plan or a relocation plan or policy or any other plan, program or policy

APPENDIX A—2021 INCENTIVE PLAN


	A-21	2024 PROXY STATEMENT

of the Company intended to benefit Associates, including, without limitation, any such compensation plans

established after this Plan was established or most recently amended.

“Deferred Compensation Award” means any Award that is not an Exempt Award.

“Disability” means, unless otherwise defined in the applicable Award Document, a disability that would qualify as

a total and permanent disability under the long-term disability plan then in effect (i) at the Employer employing

the Participant at the onset of such total and permanent disability, or (ii) for Non-Employee Director and Regional

Board Member Participants, at First Horizon Bank, whether or not such Participant is covered by that disability

plan.

“Employer” means the Company or any Subsidiary. For Non-Employee Directors the “Employer” is the Company or

First Horizon Bank, as applicable. For Regional Board Members the “Employer” is First Horizon Bank.

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time.

“Fair Market Value” with respect to Shares means: (i) the closing sales price at which Shares were sold on the New

York Stock Exchange, or, if the Shares are not listed on the New York Stock Exchange, on any other such exchange

on which the Shares are traded, on such date, or, in the absence of reported sales on such date, the closing sales

price on the immediately preceding date on which sales were reported, or (ii) in the event there is no public

market for the Shares on such date, the fair market value as determined in good faith by the Committee in its sole

discretion. “Average Fair Market Value” means the arithmetic average of the Fair Market Values of the Common

Stock for the trading days falling within a specified period.

“First Horizon Bank” means the Company’s primary banking subsidiary, First Horizon Bank, or any successor from

time to time.

“Full-Value Award” means any Award other than an Award of Options or SARs.

“Grant date” has the meaning given in Section 17(E).

“Good Reason” means, with respect to any Participant who is an Associate, any of the following as to which notice

of Participant’s objection is given by the Participant to the Company:

(i)an adverse change in the Participant’s status, title or position with the Company as in effect immediately

prior to the Change in Control, including, without limitation, any adverse change in the Participant’s status,

title or position as a result of a diminution in the Participant’s duties or responsibilities, or the assignment

to the Participant of any duties or responsibilities which are inconsistent with such status, title, or position

as in effect immediately prior to the Change in Control, or any removal of the Participant from, or any

failure to reappoint or reelect the Participant to, such position;

(ii)a reduction by the Company in the Participant’s cash salary or target amount of annual cash incentive

opportunity (including any adverse change in the formula for such annual cash incentive) as in effect

immediately prior to the Change in Control or as the same may be increased from time to time thereafter;

(iii)the failure by the Company to provide the Participant with Compensation Plans that provide the

Participant with substantially equivalent benefits in the aggregate to the Compensation Plans as in effect

immediately prior to the Change in Control (at substantially equivalent cost to the Participant with respect

to welfare benefit plans); and

(iv)the Company’s requiring the Participant to be based at an office that is greater than 50 miles from where

the Participant’s office is located immediately prior to the Change in Control;

provided, however, that: (a) an action taken in good faith and which is remedied by the Company within ten days

after Company’s receipt of the objection notice thereof will not constitute Good Reason; (b) no action or event will

constitute a Good Reason if the Participant has acknowledged to the Company in writing that a Good Reason will

not arise from that action or event; and (c) no action or event will constitute a Good Reason unless (1) the

Participant has given the objection notice to the Company thereof not more than 30 days after the action first was

taken or the event first occurred, and (2) the Participant has resigned not less than ten business days after the

APPENDIX A—2021 INCENTIVE PLAN


	A-22	2024 PROXY STATEMENT

objection notice has been given to the Company and not more than 90 days after the action first was taken or the

event first occurred.

“Mandatory Retirement” means a Participant’s Termination of Service required by a Company or Employer Bylaw,

Company or Employer policy, or action of the Company, Employer, Committee, or Board, due to one or more

conditions having been met at least one of which is the Participant having attained a certain age. The term

“Mandatory Retirement” includes Termination of Service following Termination of Retirement Waiver.

“Maximum Performance” means, for a given Performance Award, the level of attainment of applicable

Performance Goals necessary for the highest level of payment of the Award (the “Maximum Amount”) in relation

to the Performance Period, after making all adjustments required by the Award or the Plan but, in the case of

Performance Goals, without considering the impact of the exercise of discretion.

“Non-Employee Director” means a member of the Board who is not an Associate.

“Option” means an option to purchase a Share from the Company at a fixed Option Price that is granted under

Section 5 or Section 7 and is not intended to meet the requirements of Section 422 of the Code or any successor

provision thereto.

“Option Price” means the purchase price payable to purchase one Share upon the exercise of an Option Award

established in accordance with Section 5(B).

“Out-of-the-money” has the meaning given in Section 5(B)(iii).

“Participant” means any Associate, Non-Employee Director, or Regional Board Member who receives an Award

under the Plan.

“Performance Award” means any Award granted under Section 8 of the Plan.

“Performance-based” has the meaning given in Section 8(A).

“Performance Goal” means any performance goal, based on one or more Performance Measures, which is

established by the Committee for a Performance Period and the attainment of which is necessary for the payment

of a Performance Award to a Participant at the completion of the Performance Period. A Performance Goal may be

expressed as an absolute amount or percent, as a ratio, or per share or per Associate.

“Performance Measure” means one or more, or any combination, of the following financial performance

measures: stock price, dividends, total shareholder return, earnings per share, market capitalization, book value,

revenues, expenses, assets, loans, deposits, liabilities, shareholder equity, regulatory capital, noninterest income,

net interest income, fee income, operating income before or after taxes, net income before or after taxes,

economic profit, return on assets, return on equity, return on capital, risk-adjusted return on capital, net interest

income, cash flow, credit quality, service quality, market share, customer retention, efficiency ratio, liquidity,

strategic business objectives consisting of one or more objectives based on meeting business expansion or

contraction goals, and other goals relating to acquisitions or divestitures or openings or closures. Any such

Performance Measure may be for the Company or any Subsidiary, operating unit, division, line of business,

reporting segment, department, team, or business unit, and may be for any other company or group of other

companies identified by the Committee or any segment, subsidiary, or other subdivision of such other

company(ies). Any such Performance Measures may provide for adjustment to include or exclude actual or

hypothetical items or amounts and may provide for artificial increase or decrease by amounts or percentages

selected by the Committee, and any such adjusted or altered measure will be a “Performance Measure.” The term

“Performance Measure” includes any component or any combination of components of any such Measure;

examples include Common Equity Tier 1 regulatory capital, tangible common equity, tax expense, non-recurring

expenses, provision expense, southwest Florida pre-tax noninterest income in a particular business segment,

wealth management revenue, and tangible assets. Any such Performance Measure may be used for financial

reporting purposes, for internal or management purposes, or for any purpose of the Plan created or defined by the

Committee. Any such Performance Measure based on balance sheet or similar data may be measured at period-

end or on an average or other basis as specified by the Committee. The term “Performance Measure” also means

any non-financial or other performance criteria established by the Committee, including any personal plan goal.

Without limiting the generality of the foregoing, “non-financial” performance criteria may include measures

APPENDIX A—2021 INCENTIVE PLAN


	A-23	2024 PROXY STATEMENT

related to environmental, social, or governance achievements. As used herein, a specific Performance Measure

may be “combined” with any one or more other Performance Measures by addition, subtraction, multiplication,

division, or other arithmetic means, or by any combination of such operations, as specified by the Committee, and

the result of such combination will be a Performance Measure. Without limiting the generality of the previous

sentence, the ratio, ranking, or other quantitative relationship of a Performance Measure of the Company with a

Performance Measure of another company (or group of other companies) is itself a Performance Measure.

“Performance Period” means the period to be used in measuring the degree to which Performance Goal(s)

relating to a Performance Award have been met.

“Person” (other than in connection with the definition of Change in Control) means any individual, corporation,

partnership, group, association, joint-stock company, limited liability company, trust, unincorporated organization,

government or political subdivision thereof, or other entity.

“Personal Plan Goal” means an individual performance goal to be achieved by a Participant in a Performance

Period which is not based upon quantitative or objective corporate performance. Personal Plan Goals may be

established in any manner approved by the Committee.

“Plan” means this 2021 Incentive Plan, as amended from time to time.

“Prior Stock Plan” means the Company’s Equity Compensation Plan, as amended and restated April 26, 2016 and

as further amended from time to time.

“Procedures” has the meaning given in Section 2(F).

“Qualifying Termination” means the Termination of Service of a Participant with the Company and its Subsidiaries

resulting from any of the following:

(i)an involuntary Termination of Service of a Participant by the Company and its Subsidiaries within 24

months following a Change in Control, other than a termination for Cause, a termination due to Disability,

or as a result of the Participant’s death; or

(ii)a Termination of Service by a Participant for Good Reason within 24 months following a Change in Control.

Mandatory Retirement, as defined in the Plan, constitutes an involuntary termination by the Company or its

Subsidiaries for purposes of clause (i). For any Participant who is a Non-Employee Director or Regional Board

Member, a resignation which was requested by the Company, by First Horizon Bank, or by the Board in connection

with a Change in Control will be treated as a Qualifying Termination.

“Regional Board Member” means any First Horizon Bank regional board member and any member of the board of

directors of any bank subsidiary of the Company, other than First Horizon Bank, in each case excluding any

Associate.

“Renomination Failure” means the failure of the Company or of the Board (including an authorized committee of

the Board) to re-nominate for election any Non-Employee for any reason other than: Cause; or the normal

operation of the Company’s mandatory retirement bylaw or policy applicable to Non-Employee Directors

immediately prior to any Change in Control event which occurred less than 36 months prior to the nomination

decisions being made.

“Restricted Cash Unit” means any unit denominated as a specific or determinable number of dollars (rather than

Shares), payable in cash only, and granted under Section 6 or Section 7. An Award of Units denominated in Shares

is a Restricted Stock Unit Award, not a Restricted Cash Unit Award, even if eventual payment is in cash. An Award

of Units denominated in dollars but paid in Shares likewise is a Restricted Stock Unit Award.

“Restricted Stock” means any Share granted under Section 6 or Section 7.

“Restricted Stock Unit” means any unit denominated as a specific or determinable number of Shares and granted

under Section 6 or Section 7.

For each Award, “Retirement” has the meaning provided in the applicable Award Document or in the Procedures

applicable to that Award. If an Award (including the Procedures) provides no definition of retirement but provides

for or alludes to retirement treatment (reduction or elimination of forfeiture) at the discretion of the Committee

APPENDIX A—2021 INCENTIVE PLAN


	A-24	2024 PROXY STATEMENT

or its delegate, then for that Award “Retirement” means a Termination of Service as to which retirement

treatment has been given.

“Retirement Waiver” means an open-ended, discretionary deferral or waiver of a Participant’s Mandatory

Retirement. For this purpose “open-ended” means having no defined finite period or end date established prior to

the occurrence of a Change in Control.

“SEC” means the Securities and Exchange Commission or any successor thereto.

“SEC Section 16” means Section 16 of the Exchange Act and the rules promulgated thereunder and any successor

provision thereto as in effect from time to time.

“Section 16 Executive” means an executive officer of the Company required to file ownership reports by SEC

Section 16.

“Section 409A” means Section 409A of the Code and the regulations promulgated thereunder or any successor

provision thereto as in effect from time to time. “Compliance with Section 409A” or any similar phrase means

taking such actions, refraining from such actions, or (in the case of the Plan, an Award, or other document) having

such provisions, as are necessary to secure a favorable, ordinary, or expected tax outcome or to avoid a

substantially adverse tax outcome, related to Section 409A, for the Company or its Subsidiaries or for a Participant.

“Share” means a share of the Company’s common stock, $0.625 par value, as adjusted from time to time for stock

splits, reverse stock splits, or recapitalizations affecting such stock.

“Shares In Lieu” means an Award of Shares, or Units denominated in Shares, which settle an earned cash

obligation of the Company related to compensation, as provided in Section 10.

An Award of “Stock Appreciation Rights” or “SARs” means a right granted under Section 5 or Section 7 that

entitles the holder to receive, with respect to each Share encompassed by the exercise of such Award, the amount

determined by the Committee, or in the case of an Award granted under Section 7, by the Board, and specified in

an Award Document. In the absence of such a determination, the holder will be entitled to receive, with respect to

each Share encompassed by the exercise of such Award, the excess of the Fair Market Value on the date of

exercise over the base price for the Award established at grant.

“Spread” means, for each Share underlying an Option or SAR Award on any given date, the difference between

Fair Market Value of a Share on that date, and the option or base price of the Award.

“Subsidiary” means any Person of which a majority of its voting power or its equity securities or equity interest is

owned directly or indirectly by the Company.

“Substantial Change in Control” has the meaning given in Section 14(B).

“Substitute Awards” means Awards granted solely in assumption of, or in substitution for, outstanding awards

previously granted by a Person acquired by the Company through merger, purchase, or otherwise, or with which

the Company or one of its Subsidiaries combines.

“Target Performance” means, for a given Performance Award, the level of attainment of applicable Performance

Goals necessary for payment of the Target Amount in relation to a Performance Period, after making all

adjustments required by the Award or the Plan but, in the case of Performance Goals, without considering the

impact of the exercise of any discretion. The “Target Amount” means the target level of payment established by

the Committee for the Award or, if no such level is identified as being “target,” the amount payable to a

Participant for the achievement of 100% of the applicable Performance Goals in relation to the Performance

Period. If an Award is established without specifying a target level of performance and without providing for an

increase in payment for achievement above 100% performance, then the “Target Amount” is the Maximum

Amount.

“Tax,” in relation to an Award or other compensation, means any income, employment, service, excise,

withholding, sales, transfer, value-added, wealth, property, securities, or other tax imposed on or applicable in

respect of the Award’s or compensation’s grant, existence, Vesting, exercise, payment, settlement, conversion,

transfer, or other event associated with the Award or compensation. Without limiting the foregoing, such a Tax

APPENDIX A—2021 INCENTIVE PLAN


	A-25	2024 PROXY STATEMENT

may be imposed or levied by any governmental taxing authority or agency, including local, state, federal, or

national authorities and agencies within or outside the U.S.

“Termination of Service” means, for any Associate, the termination of the Associate-employer relationship

between a Participant and his or her Employer for any reason, with or without Cause, including, but not by way of

limitation, a termination by resignation, discharge, death, Disability, or Retirement, but excluding (i) terminations

where there is a simultaneous reemployment or continuing employment of the Participant by another Employer;

(ii) at the discretion of the Committee, terminations which result in a temporary severance of the Associate-

employer relationship; and (iii) at the discretion of the Committee, terminations which are followed by the

simultaneous establishment of a consulting relationship by an Employer with the Participant. The Committee, in its

absolute discretion, may determine the effect of all matters and questions relating to Termination of Service,

including, but not by way of limitation, the question of whether a Termination of Service resulted from a discharge

for Cause, and all questions of whether particular leaves of absence constitute Terminations of Service. However,

notwithstanding the foregoing: (i) the Committee must interpret “Termination of Service” to be consistent with

“separation from service” (or other similar phrase from time to time) as used in Section 409A and its regulations;

and, (ii) an Employer has an absolute and unrestricted right to terminate an Associate’s employment at any time

for any reason whatsoever, with or without Cause.

“Termination of Service” means, for any Regional Board Member or Non-Employee Director, the termination of

the engagement of the Participant as a Regional Board Member or Non-Employee Director, as applicable, for any

reason, with or without Cause, including, but not by way of limitation, a termination by resignation, discharge,

death, Disability, Retirement, or Re-Nomination Failure. The Committee (in the case of Regional Board Members)

and the Board (in the case of Non-Employee Directors), in its absolute discretion, may determine the effect of all

matters and questions relating to Termination of Service, including, but not by way of limitation, the question of

whether a Termination of Service resulted from a discharge for Cause, and all questions of whether a leave of

absence constitutes a Termination of Service.

“Termination of Retirement Waiver” means action by the Company, Employer, Committee, or Board which results

in the termination of a Participant’s Retirement Waiver.

“Threshold Performance” means, for a given Performance Award, the level of attainment of applicable

Performance Goals necessary for the minimum non-zero level of payment of the Award (the “Threshold Amount”)

in relation to a Performance Period, after making all adjustments required by the Award or the Plan but, in the

case of Performance Goals, without considering the impact of the exercise of any discretion.

An Award “Vests” (also known as “Vesting”) when the following occur: (i) in connection with non-performance

based Options and SARs, the satisfaction or other lapse of all service and other pre-conditions to the recipient’s

ability to exercise the Award; (ii) in connection with non-performance based Full-Value Awards, the satisfaction or

other lapse of all service and other pre-conditions to the payment of the Award other than a waiting period (e.g.,

the mere passage of time during which no service, payment, or other thing is required of the Award recipient prior

to payment); and (iii) in connection with Performance Awards and any other Awards that contain a performance

condition, the satisfaction or other lapse of all service and other pre-conditions to the payment of the Award other

than a waiting period and, in addition, the determination by the Committee or its delegate whether, or the degree

to which, applicable performance goals have been achieved after the performance period has elapsed and after

discretion applicable to the Award, if any, has been exercised. The Vesting of an Award does not mean that the

Award has become non-forfeitable, non-recoverable, irreducible, immutable, or immediately payable. The

application of conditions subsequent (including, for example, non-competition, non-solicitation, true-up, and

misconduct covenants or conditions) which may extend for a period of time following exercisability, exercise, and/

or payment will not be affected or diminished by the Vesting of the related Award. “Continued Vesting” has the

meaning given in Section 9(C).

APPENDIX A—2021 INCENTIVE PLAN


	A-26	2024 PROXY STATEMENT


☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material under Sec. 240.14a-12


☒	No fee required.
☐	Fee paid previously with preliminary materials.
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.